


One More Chance

by Bookwormgal



Category: Marvel Cinematic Universe, Spider-Man (Movies - Raimi), Spider-Man - All Media Types
Genre: Abandoned Warehouse, Actuators, Artificial Intelligence, Awesome Phil Coulson, Canon Divergence - Spider-Man 2, Comic Book Science, Costumes, F/M, Facing The Truth, Families of Choice, Forgiveness, Former Villain, Friendship, Gen, Guilt, Hearing Voices, Hurt/Comfort, New Purpose In Life, New York City, Nicknames, Non-Canonical Character Survival, Past Abusive Parents, Redemption, Science, So What Now?, Superheroes, Taking In Strays, building, finding hope, runaway child, widower
Language: English
Status: In-Progress
Published: 2014-11-21
Updated: 2016-06-03
Packaged: 2018-02-26 12:37:37
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 11
Words: 51,593
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/2652320
Author URL: https://archiveofourown.org/users/Bookwormgal/pseuds/Bookwormgal
Summary: <blockquote class="userstuff">
              <p>Set near the end of "Spider-Man 2"</p><p>He wanted to die doing the right thing. He wanted to prove that he wasn't a monster, even if correcting his mistakes meant dying with his creation. In the end, he didn't care that he was sealing his fate.</p><p>His actuators, on the other hand, were not quite so eager to die.</p><p>So what is a man with four voices in his head, a criminal record, and no purpose left supposed to do when he survives his attempted heroic sacrifice? What does he do when he worries about his mind being overwhelmed by the actuators again and being turned back into a monster? What does he do when his life seems pointless and he's lost everything that ever gave it meaning?</p>
            </blockquote>





	1. Prologue

**Author's Note:**

> I know. I really am a little crazy to be writing this. But if you’ve read any of my other stories, you know I’m already pretty insane. So this shouldn’t be too surprising. Especially since my dear father made sure my brothers and I were introduced to comic book characters early on. I grew up on cartoons like Batman, Superman, X-Men, and Spider-man just like I grew up on Disney.  
> Yes, I know that the newest films are “The Amazing Spider-man” and its sequel, which is what everyone in this fandom is probably focused on. And I do enjoy them. I was happy to see Lizard and Electro on the big screen. But this story is set more in the Original Trilogy of Spider-man movies, the ones made by Sam Raimi. Specifically, this is set right near the end of the second one and kind of ignores the third one. 
> 
> And while I’m using the movie-verse for the most part to craft this story, I’ll be picking and choosing aspects and details of the various comics, cartoons, and other Spider-man mythologies in order to flesh out things a little. I might also bring in some hints of the Marvel Cinematic Movie Universe (mentions of Stark Industries, the fact the Hulk “broke Harlem,” and things like that) just to add a little world-building. Basically, this is before the events of “The Avengers,” but I’m not afraid to mush the two movie universes together a little.
> 
> I was also inspired by SilverGryphon8 (on DeviantArt) and Gamine Madcap (on Fanfiction.net) and their unfinished fanfiction story “If You Give An Octopus A Cookie.” Granted, I don’t intend to copy the story completely in all details (especially the love story they concocted). And I definitely don’t intend to introduce aspects from “A Midsummer Night’s Dream” or other mentions of the fae like they did. But it did inspire me quite a bit and it would only be fair to give them credit for that inspiration. I do wish that they had finished that story, especially since it was intended to be part of a trilogy, but I can understand that real life sometimes gets in the way. I do recommend you check it out, though. Even unfinished, it was an interesting story.
> 
> Okay, rounding out the important introduction stuff. I don’t own Spider-man, Dr. Otto Octavius, or any other comic characters. Those belong strictly to Marvel (with Sony having the film rights, which is why we can’t have him teaming up with the Avengers on the big screen…). The plotline is mine with slight inspiration from the previously mentioned unfinished fanfiction for certain elements. And any character that isn’t a Marvel character is also from my imagination (and will be identified as such in case you’re interested).

This was it. His last chance to do something right. To make up for everything he’d done since he woke up in that hospital, surrounded by the dead. That first electrical shock fried the inhibitor chip and turned the basic artificial intelligence of his creations into something more elaborate and deadly. The second one, moments ago, seemed to change them even more. They felt more… individualized and complicated. But it didn’t matter. Neither he nor the actuators would be around for much longer.

For the moment, he was in control and he could keep their voices at bay. And that moment was all he needed. A quick command to the actuators to tear down the supports for his creation and they reluctantly obeyed. It took all his concentration to keep them at the task. They were smart enough now to know what would happen when the fusion experiment and the surrounding structures collapsed on top of them, but he forced his actuators to do it.

It was so bright, the miniature sun he’d wanted. His dream burned above, threatening to destroy everyone with his hubris. It hurt to look, but he couldn’t stop. He had to watch and make sure his creation drowned. The damage that staring unprotected this close to the fusion-based energy reactor for a second time didn’t concern him.

He would not die a monster.

Cold water hit him, the change from the heat above him almost painful. It was working, the river rushing in to swallow him and his creation. He stood fast as everything crumbled, forcing the remains of the structure to bend and break. The actuators shrieked in his mind as the man began to choke on the water. Even outnumbered, he kept forcing his will on them. They couldn’t stop until the reactor was gone. Besides, it was already too late. Swimming wasn’t an option, especially with so much metal fused to his back. So as the reactor was quenched by the river and the weight of his invention pulled him under, he surrendered to the cold water flooding his lungs.

He did it. He stopped it. He wasn’t a monster. At least, not at the end. Maybe Rosie would forgive him.

Even with the bright glow rapidly sinking below him, everything turned cold and dark for him.

 

* * *

 

 

This was wrong. Why did Father do this? Destroy the Work? Destroy himself? It didn’t make sense. They just wanted to give him what he wanted and to keep him safe, no matter what.

They could feel themselves losing awareness, losing power. Their lights and cameras were flickering out. Sentience was still relatively new to the four actuators, but they understood what was happening. Their father was dying and so were they.

“ _no, don’t want to die, don’t want Father to die, must fix this, how do we save him, must try_ ”

Clumsy and far more awkward than normal, the actuators forced themselves back online and twitched into motion. They couldn’t swim, but they could climb and crawl. And with the collapsing remnants of the warehouse, there was plenty for them to grasp and pull his limp form along with. The closer they crept towards the pier, the more useful submerged objects were available to climb and the less water pressure they had to fight against. But it was harder to coordinate with each passing second. They needed to hurry.

The second they broke the surface, water running off the limp figure’s coat and hair, the actuators practically flung him onto land. They wobbled, almost collapsing as their connection to the man weakened as he slipped further away.

_“not breathing, still dying, have to fix, need information”_

One of the actuators, the one that claimed the top-left position, searched through memories over the fading connection to his mind. There were fragments of information, something that might work. They’d have to adjust it a little, but it might help. It shared the idea with the other three, ordering them to follow instructions. Two of them rolled the man on his side so the water wouldn’t just choke him again while the others focused on pressing firmly against his chest.

_“careful, not too much pressure, don’t break him, but have to force the water out”_

They pressed again, trying to remain focused on the important task even while their ability to cooperate frayed. Their father was dying and they would soon follow.

The third attempt caused a slight gurgle, the sound instantly capturing their attention.

_“again, once more, might be working, almost there”_

Struggling to remain online, the actuators pressed against his chest once again. There was a weak cough, a pause, and then several gasping and ragged coughs that shook his whole body as the man tried to empty his lungs of the choking liquid while also gulping in some precious air. The coughing fit continued for several moments, prompting the actuators to support him through it. But he was breathing again. He would live and so would they.

“No… n-no…,” he coughed, raising his head tiredly without opening his eyes. They knew he didn’t need to since they were feeding him images already. “Can’t…”

_“yes, saved you, will always protect, will always help, won’t let you die”_

“W-wanted to…,” the man managed to wheeze before exhaustion swallowed him.

The top-left actuator looked at their unconscious father, taking a moment to gently push back the soaked hair. He was alive, but not in ideal condition. Electrical shocks were not good for systems, whether human or mechanical. But he was breathing and his heart was beating, which were signs of life and good things. Father would need rest and to go somewhere safe. They could do that. They could protect him.

There was a hiss and a sharp click as the bottom-left actuator looked towards something they all recognized. Spider-man and the girl were on a web. They were far enough away that they wouldn’t notice the doctor, but the actuators weren’t happy to see him.

He ruined everything. He fought Father, tried to stop Father, and destroy the Work. How dare he? He somehow made Father destroy the Work. It was his fault Father stopped listening to them. They only wanted to make him happy, protect him, and finish the Work they were created for and Spider-man ruined it.

 _“smash him, break his neck, snap his spine”_ hissed the bottom-left actuator.

 _“Father hurt, must take care of him, important, protect him, needs rest”_ chirped the top-left one.

 _“kill Spider-man later, get rid of him, solve all problems”_ it snapped, pinchers already flexing as if preparing to attack. _“wait for Father to heal, then strike back, no more Spider-man, maybe rebuild Work, simplest that way”_

 _“Spider-man is Peter Parker,”_ chirped the top-right actuator, turning the camera towards its siblings. _“Father likes Peter Parker, called him brilliant but lazy, doesn’t want to hurt Peter, would make Father unhappy, isn’t helping Father if he doesn’t want it”_

That halted the discussion about attacking Spider-man for the moment. So the four actuators turned their attention to helping their creator. They needed to hide him somewhere safe, somewhere that he could rest without people bothering him. And they needed to hurry.

There were sirens approaching, though they seemed to be headed more for Spider-man and the girl rather than the unconscious scientist barely out of the water. None of them particularly liked sirens. Sirens meant police and the police meant guns. Sirens also meant hospitals and they liked them even less. Hospitals were full of people who wanted to take them away from Father, who wanted to destroy them just when they began to truly become sentient. No, they would not go to a hospital and they would not risk their father by letting the police near him in this state.

With careful movements meant to be quiet and slow, the actuators lifted the limp figure off the ground and began to walk away from the river.

**Notes for the Chapter:**

> While there are lots of good stories that have redemption for the bad guy that results in their death, that seems almost like it would be too easy at times. They get remembered for their one good act and are forgiven for their past. And that works. It works pretty well. Look at Darth Vader and his final moments. They were pretty cool.
> 
> Sometimes, however, I think it would be better if the former villain doesn’t get the easy way out. This time, they have to live with the knowledge of what they’ve done and to try and rebuild their life after their crimes. And they have to resist the temptation to fall back into their old ways. Which can be difficult even when you don’t have four voices in your head trying to influence you.


	2. Warehouse

**Notes for the Chapter:**

> New character, coming through...

She scurried down the alley with her prize. She held the bruised apple close, thankful that stores tossed out supposedly-ruined food and that she found it before the other scavengers did. It was always better that way. She didn't like stealing food and she was happier when she could scrounge it another way. But as Old Myrtle once pointed out, sometimes survival was more important.

She missed Old Myrtle. The frizzy-haired, wrinkled, and wobbly woman wrapped in several layers of clothes who usually claimed the street corner near a certain pawn shop always had words of wisdom for the child. Even when the child spent only _most_ of her time on the streets rather than _all_ of it, Old Myrtle kept an eye on the young girl and made sure to give useful advice. Some of it she'd already learned at home, but the child appreciated and remembered every word Old Myrtle said.

Stay away from the gangs or the drug dealers' turf, especially at night. Don't steal anything too valuable or the police would start sniffing around. Don't rat anyone out, no matter who they are or what they did, because that would only lead to trouble. Keep quiet and don't attract attention. Avoid eye contact with the more dangerous people. When in doubt, run. And most important, let people assume she was a boy. Old Myrtle repeatedly told her that there were people who would go after pretty young girls and take them away for… something. The old woman never said what would happen, but Old Myrtle mentioned that some of the worst wouldn't care about how young she was and might even prefer little girls.

She liked Old Myrtle. The old, wrinkly woman didn't care that she didn't talk much. And the woman didn't care that she never said her name. It didn't matter to her. Names weren't that important. Everyone called the woman "Old Myrtle" (never just "Myrtle"), but her name might have once been something different in the years before she started living on that street corner. And the girl didn't even remember what her real name was anymore. Old Myrtle called her "Girl" or "Child" while her parents used similar terms, though sometimes they would call her "Brat" or "Useless Piece of Trash" or worse. At least Old Myrtle's voice was always pleasant, no matter what she called her.

The old woman kept an eye on her occasionally, especially after she stopped heading home at the end of the day because there was nowhere to go back to. Old Myrtle never asked what happened and merely slipped an oversized-grey jacket over the child's shoulders and helped trim her sandy-blond hair into something that was more boyish. She felt safer with the old woman than anywhere else in her life. But then the homeless woman was killed for her scant belongings two weeks ago and the girl was left alone.

Tugging her jacket around her small figure more tightly, she tried to find a good hiding place to eat it. She didn't like remaining out in the open anymore. She'd go out when searching for food or anything else she might need, but she preferred to find somewhere more secure when she stopped walking for some reason. Old Myrtle always stayed near the same spot next to that pawn shop and she was killed. The girl didn't want the same thing to happen to her, so she tried not to be predictable and stayed away from everyone. When in doubt, run. So she was always on the move.

There were some old warehouses she'd passed multiple times before during her wanderings, abandoned and mostly forgotten. Sometimes people would break into them to buy and sell things they didn't want to do in the open or they would go there to drink and use other drugs that made them act different. They would go there looking for trouble, but not all the time. And not even in all the old warehouses. There were about two or three which were regularly used and easy to get into, but that wasn't what she wanted. She needed one that no one bothered with and would definitely be empty. And since she spent so much time wandering, she knew which ones that were left alone even by the more dangerous people.

Her chosen warehouse was far enough from prying eyes, the closest other buildings to it being an old factory of some kind and another structure that might have once been an office of some type years ago, that the girl felt herself relax slightly. The most she might encounter would be someone similar to Old Mytle sleeping in the neighboring empty buildings. None of the more dangerous hunters of the streets.

The one she picked out was still a semi-solid building, the walls fairly intact and even the small windows near the top appeared to still be unbroken. Any writing on the side that would have explained what used to be inside was long since faded. Of course, she wouldn't be able to read it anyway. School wasn't something she'd ever attended. As her mother once muttered, teachers _notice_ things and her parents didn't want people noticing her.

There was a chain-link fence around the warehouse, but it was nearly as old as everything else in the area. Finding a hole to slip through was easy enough, though she had brush the flecks of rust off afterwards. Finding a way inside the building itself was a little trickier. The old warehouse seemed to be locked up tightly rather than just having a small lock on one door. That was probably why no one ever bothered it. It was relatively easy to cut through a simple lock with the right tools, but something more secure wasn't worth the trouble for vandals and troublemakers. Eventually, near the far corner and half-hidden by a pile of junk, she found a small hole the perfect size for a skinny seven year old.

Once inside, there were plenty of old and half-rotten wooden crates, sheets of metal, pits of wire and other assorted objects piled near her improvised entrance. This was a nice added bonus for her since it blocked her from view from the rest of the large space. She almost smiled at her relatively-secure hiding spot. She'd have to remember it in the future. A nice and dry location, isolated, and hidden from view both inside and out, it would be a useful place to have if she ever needed somewhere safe to go.

Curled up behind the junk and wooden crates, she checked over her meal. In addition to her apple, she pulled out a mostly-crushed bag of chips she found still sealed shut. Crumbs might be harder to eat, but she wouldn't pass up on a possible food source. She started to open the bag, but froze as she heard a strange sound somewhere in the warehouse. While she knew that old buildings sometimes made funny noises, she grew tense and listened more carefully to her surroundings.

She might not be alone.

* * *

Dr. Otto Octavius had to admit that the location his actuators found was better than his previous base of operations. True, it was still an abandoned warehouse of some type, but it wasn't a barely-standing wreck about to tumble into the river at any moment. It was on solid ground and mostly intact. The doors were definitely barred against any casual entrance, but the skylight above was easy enough for them to open without even having to break the filthy glass panels. There was still some rubbish and random odds and ends stashed in the corners, but most of the space was relatively empty and spacious. While it could certainly be improved with a little effort, he doubted that anyone had considered refurbishing or repurposing the property in years. It was the sort of location that wouldn't attract the attention of anyone. In short, it was the perfect place for him to rest and figuratively lick his wounds.

And it seemed his wounds were a bit more troubling than he'd noticed when he attempted to die a few nights ago (something that he wouldn't be able to repeat as long as the actuators existed). There were consequences for being hit by large amounts of high voltage electricity twice, especially with metal fused into the spine and nervous system. Just like there were consequences for exposing his unprotected eyes to the burning bright intensity of a miniature sun at point blank range for a second time. He wasn't a biologist; he didn't even minor in it like Curt did. But he could still figure out some of what happened to his body.

There was nerve damage of some kind. Not enough to paralyze or hinder movement severely. But if he wasn't careful, sometimes he'd move the wrong way and cause the muscles in his legs to seize up or pain to simply spike through them sharply. It wasn't pleasant and it took effort to remain standing when it happened, but he could manage the problem. More annoying was the trouble with his eyes. After the first accident, he could only stand bright lights for limited periods of time. That led to him wearing sunglasses and tinted goggles most of the time to protect them. The second exposure to the intense light of the fusion reactor just made the photosensitivity worse. He couldn't even handle normal daylight without protection now. It hurt far too much. Locating a new eyewear after losing his old ones in the river became a rather immediate concern when he made that discovery, but was thankfully dealt with by this point. Now he either needed to view the world through tinted glass or the cameras of the actuators.

He didn't know if either of these conditions would be permanent, but the man suspected they would be. Especially since visiting a hospital about them wasn't an option. On a more hopeful note, the other injuries would certainly heal. The bruises from smashing and being smashed by Spider-man on the clock tower, the train, and at the pier would fade, as would the larger and darker one on his chest from the actuators reviving him after the near-drowning. He'd considered the possibility that his ribs might actually be cracked, but he didn't feel like poking at them too hard in order to find out and he definitely couldn't stroll into an ER to have someone double-check. In theory, they should heal regardless as long as he was careful and his chest already felt a little better than it did a few days ago. Though he'd still love to get a hold of some aspirin sometime soon. So in summary, he wasn't in the best condition, but he'd survive.

What Otto didn't know was what he was supposed to do now. He'd lost everything. He lost his wife, his dream and life's work, and any possibility of being remembered as _anything_ other than some kind of super-villain. Everyone believed he was dead and it would have almost been simpler if it was true. Now he needed to figure out how to continue living with four voices in his head with no understanding of the concept of morality and far too much influence on his higher brain function, nowhere to live or work other than abandoned buildings, considered a criminal and likely to be arrested if recognized, and with no immediate purpose now that his entire world had crumbled.

" _remake the Work, rebuild, make it work, smart enough to do it, try again, please do it Father_ ," chirped the actuator on his lower-left side, the words easily forming in his mind.

"No," he mumbled tiredly, perched on the edge of a smaller crate. "It won't work. It's over. Why won't you give it up?"

" _made for the Work, the Work is purpose, have to help complete the Work_ ," the upper-right actuator explained, the clawed-head tilting as it stared at him with the camera. " _you made us for the Work, built to help, what else would we do, the Work and protecting Father, our purpose_ "

Rubbing the bridge of his nose where his new goggles rested, he said quietly, "Not anymore. Building the fusion-based energy reactor isn't our purpose any longer. It won't work the way we wanted it to and we'll only destroy more lives if we try again. Including what remains of mine. I have to find a different purpose for my life and that means we all do."

There was a quiet clicking chirp from the actuators as they coiled around him, sounding confused and uncertain with the idea. He wasn't surprised. No matter how much they'd changed after two painfully-intense jolts of electricity to their systems, they were originally just machines. Fairly impressive and advanced machines, but ones designed and built without any true sentience. They were created simply to help manipulate, contain, and regulate the fusion reaction until it was stable enough to survive without constant care. Of course, that plan didn't end up working. And in the meantime, they'd apparently added self-preservation and protection of their creator to their main directives. Everything they'd done since he the first accident was based on those goals, even if they influenced him to take the most straight-forward and violent approach at times. While the idea of starting over and searching for a new reason to live might be daunting for Otto, it was probably terrifying for the four actuators who never even considered the idea of doing something different than helping with the fusion-based energy reactor.

" _maybe do other work_ ," suggested the upper-right actuator hesitantly, clicking softly as it curled around him. " _make different Work, build something better, something good, new ideas, try_ "

The bottom-left actuator hissed sharply, recoiling from its sibling. The other two clicked uneasily, turning their clawed-heads between their creator and the one that made the suggestion. If he needed any further proof that the second jolt of high voltage electricity helped to individualize them, this certainly worked. He'd never noticed the four ever disagree with each other over an idea. They tended to be a united front that would overwhelm the doctor with their thoughts. Now they were having separate ideas and opinions. Maybe the variation between them would keep him from losing control of his mind again. All Otto could do was hope and pay attention to his behavior for changes again.

" _the Work is the Work, can't have different Work, not the same, the Work is purpose, built to help_ ," snapped the lower-left actuator.

" _still help, different help, change not bad, different Work means more work, Father not happy with old Work, destroyed old Work, new Work might make Father happy_ ," argued the upper-right one.

The upper-left actuator chirped, " _better when Father happy, better when Father safe, old Work made Father unhappy and hurt, protect him, help him, keep safe_ "

" _Spider-man ruined Work, made Father unhappy, made Father destroy Work_ ," it hissed back. " _Spider-man's fault, not Work_ "

"No," said Otto firmly, bearing down on that actuator with his mind so that he was certain that it was listening carefully. The concentration and will-power necessary to force an issue on them collectively was hard, especially if they resisted, but a single one was manageable if there were no distractions. "This isn't his fault. All he did was knock some sense into me. He reminded me of who I used to be, of what I used to believe, and of how far I'd fallen. I owe him a lot for doing that. It isn't his fault for snapping me back to normal. It's my fault for not realizing what I'd become in the first place. So _stop_ trying to blame him."

" _sorry Father, don't be mad, just want to fix, make things like before, sorry, try to do better_ ," it clicked in apology.

Leaning back on his impromptu chair, Otto dragged his hand over his face tiredly while wincing as his fingers brushed against the bruise on the right side of his jaw. He quietly forgave the temperamental actuator while part of him considered the other one's suggestion.

There was nothing inherently wrong with working on other projects, devising other ways to help people. He'd always believed that his intellect was a responsibility that should be used to help the world. Yes, he was now a fugitive. Yes, he had almost no resources. And yes, whatever he created or discovered would be nearly impossible to share with the rest of the population. But it was _something_. It was something he could do with what remained of his life. Otherwise, he was probably just going to sit in the warehouse forever, listening to the voices in his head and trying to not lose his morals once again.

"Very well," he muttered half to himself and half to his creations. "We'll start over. We'll make something new. And try to make up for… _everything_ that's happened."

There was a quick series of excited chirps before one of the actuators, the lower-left one, said, " _start over, everything new, everything different, new work, new projects, not the same as before, we are not the same, different_ " There was some hesitation in the odd voice before it asked, " _names, need names, different from each other, we need different names_ "

"You want me to name the four of you?" he asked slowly, not sure he even believed what he was hearing from the artificial intelligences.

He was swiftly met with four voices answering that they apparently did want individual identities. The idea caused a knot to form in his throat. While he'd never intended to anthropomorphize his creations, Rosie did.

Rather early on when he was building the actuators, she'd started treating the in-progress machines like they were odd, non-sentient, un-moving pets or kids instead of heavy chunks of metal and wiring. Rosie would comment that while the reactor would be his life's work, the actuators were easier to interact with and personify. She'd wanted to name them for no other reason than because she believed they _deserved_ to be treated special because her brilliant husband came up with them. Humoring her, Otto remembered suggesting she name one of them Shakespeare or Oscar Wilde. He remembered seeing her laugh, her eyes sparkling. It made her happy to pretend they were alive, complaining that this one was giving him trouble or that one was getting a few new adjustments as Otto tinkered with it.

And now they were actually alive, for all intents and purposes. Maybe not from a strict definition of the word, but close enough for the man with them in his head. They were self-aware and able to form their own opinions on things. And their current opinion was that they needed to have individual names.

Otto couldn't give them names. But he wouldn't deny them the names that Rosie chose for them long before the accident that gave them self-awareness.

"Larry," he said quietly, glancing down towards the lower-right actuator. For the one on the upper-right, he said, "Mo."

Otto shifted his position slightly so he could look at the other two. Their clawed-heads turned their cameras towards his face, almost appearing like they were waiting eagerly for their names.

For the lower-left actuator, the one that Rosie once jokingly said was named after Mr. Osborn, he said, "Harry." And though he never understood her desire to give one of them a different gender when it was so similar in design to the other upper actuator, he nodded towards the upper-left one and said, "Flo."

The four actuators instantly started chirping between each other, obviously pleased with the harmlessly-sounding names. Their excitement and pleasure with such a simple thing almost made it easy to forget how dangerous they truly were. But he remembered waking up in the hospital. Otto remembered how he behaved with the four of them whispering in his mind to rebuild, no matter the cost. So while they could apparently act like little children or excited puppies when pleased, he couldn't forget that they could also be vicious, merciless, and single-minded at getting what they wanted. And he couldn't forget that they might someday start influencing his mind again, changing him back to the monster who nearly destroyed the entire city of New York and everyone in it. No, he couldn't allow himself to forget what they were capable of. And he could never be rid of them until the day he died.

But for now, he should put those depressing thoughts aside and focus on more immediate concerns. Such as determining what resources he had at his disposal. A lot of his belongings were either at the bottom of the river or likely confiscated by the police at some point either before or after his supposed "death." But even when he wasn't in his right state of mind, Otto was at least smart enough to take a few precautions.

At least part of the money he gained from his foray into crime was stored away from the pier and should theoretically be accessible. He'd have to make sure it wasn't disturbed and collect it later, but the cash should keep him from starving for a while a least. The warehouse he'd taken refuge in had one corner that was originally meant for administration, which included a mostly empty office, a tiny break room, and a bathroom. That would give him access to electrical wiring and plumbing, though he'd have to probably do some work if he wanted to make any practical use out of them. In regards to actual electricity and water, he'd have to see if the property had been cut off completely since the warehouse was abandoned. It would be simpler if they still had access to those resources, but he could probably cobble together some type of connection to the main power and water lines if necessary. He had plenty of time to figure out those details. He had all the time in the world.

* * *

She stared from her hiding place, not quite believing what she was seeing. It was a man with reddish-brown hair and dark goggles like those she'd seen welders at construction sites wear. The strangest part was how he seemed to have metal arms or snakes coming out of his back. They moved, clicked, and hissed like they were living things attached to the stranger. And he was talking to them, his voice and tone easy enough to notice even if she couldn't hear the exact words most of the time. The metal shapes reacted to him, turning the clawed-hand-head things back and forth while they curled around or twisted. The girl didn't know for sure what they were supposed to be, but they were certainly as alive as the rats and stray cats she saw on a daily basis.

Beyond the odd and amazing machines that were coming from his back, the thing the child noticed most about the stranger was that he was hurt. Even with the large trench coat covering most of him up, she could see the bruises. There was a big one on his chest above the metal thing around his middle. It was mostly hidden by the dark fabric, but the lack of shirt and the fact he hadn't shut his coat meant she could see the painful-looking discoloration. There were also bruises on his face and the way he moved stiffly and winced occasionally suggested there were others that she couldn't spot. The colors also suggested that he'd been hurt a few days ago. The girl knew about bruises, after all. She knew how they looked when healing.

She should leave. The child knew Old Myrtle would tell her to leave. Strange men could be dangerous. Of course, so could familiar men, but at least someone familiar was a danger she could guess and prepare for. People in general could be dangerous, but strangers were especially bad because they were unpredictable. And it didn't get much stranger than a man with metal snake-arms on his back. The child knew she should slip back out of the warehouse and find a different place to hide.

But there was something about the man that made her believe he wasn't a threat at the moment. Besides, he couldn't see her from her current spot behind the wooden crates and junk. She was well-hidden and could keep quiet. He'd never know she was watching. And she certainly wanted to watch the strange man for a little longer.

Curiosity and a feeling of relative security won out over her caution and mistrust. The girl shifted her position to something more comfortable, flinching as her potato chip bag rustled slightly. But though she saw the man and his machine arms react to the noise, his body language didn't seem suspicious and she relaxed a little.

* * *

There was a tiny noise in the corner of the warehouse, a slight rustle. Otto and all four actuators responded automatically to the sound, the knowledge of their situation making them paranoid. Anyone who discovered the doctor's survival could renew the hunt to arrest the man. But it only took a moment for him to get past his initial reaction and remember where he was.

" _noise, what was that, is it dangerous, strange unidentified sound_ ," chittered Harry suspiciously.

"We're in an abandoned warehouse," the man muttered. "It was probably rats. Or another stray cat poking around."

" _don't think so, could be something else, something dangerous, don't like not knowing_ ," the actuator chirped.

"Don't worry about it."

" _always worry, have to keep you safe, stay on alert_ ," argued Flo. " _must protect Father_ "

Smiling a little against his will, Otto remarked dryly, "Well, if a stray cat decides to attack, I'm sure you'll keep me safe."

There were a few chirps from Mo in response that almost felt like laughter at the others' expense, which led to an annoyed hiss from Harry. Flo, on the other hand, didn't seem to mind and simply stretched a little higher to observe the surroundings from a better angle.

Certain that the paranoid actuators were worrying about nothing, Otto allowed himself to slump forward tiredly. He closed his eyes, though they kept feeding him images through their cameras. His body ached, every bruise and sore muscle complaining that a few days wasn't enough time to recover. Just because Spider-man was apparently tougher than the average person didn't mean that Doctor Octopus could endure the same forces without suffering.

" _Father should sleep, recover, need some time, we'll keep watch,_ " chirped Larry.

Nodding, the doctor pushed himself off the wooden crate carefully. Sleeping wasn't the easiest thing to accomplish with four actuators fused to his spine and the metal harness wrapped around his stomach. Lying flat just didn't work. Trying to find a comfortable position took practice, but he'd figured it out for the most part by this point. Mostly it involved propping himself up at just the right angle and with the right amount of support until he managed a semi-inclined position.

Abruptly, there was a crash from the corner of the warehouse among the random collection of junk. And while the previous rustling sound could be easily ignored, this one was too loud to be an animal. Then the crash was followed by frantic scrambling and clanging, but Flo and Mo were already responding to the possible threat and lashed out.

The pair grabbed whatever it was before it could escape or react, the actuators dragging it into view without any trouble. When Otto caught sight of their capture, he couldn't help wondering if he was cursed. As a scientist, he didn't generally believe in that sort of thing. But random chance didn't seem like a good enough explanation for his bad luck.

* * *

She'd tripped. Of all the dumb things that could have happened, she'd tripped when she tried to get a better view. And then she'd got tangled in the wad of loose wire and couldn't scramble free. The girl struggled in panic to escape, every instinct screaming at her to get away and hide. But before she could get free, the snake-arms lunged into view and wrapped around her in a tight grip. It was so sudden that she couldn't react, leaving the girl in frozen silence as they yanked her off the ground and pulled her away from her hiding spot.

For a second, she tried to claw her way free. But her arms were pinned to her sides and she couldn't kick high enough to hit the metal shapes with enough force to do any damage. Then she was out of cover and in plain sight.

Shivering and staring in wide-eyed fear, she was helpless when the metal things held her off the ground in front of the man. She knew this was bad. She should be fighting to escape. If she didn't get free fast, anything could happen. She needed to run away, but she felt frozen. The child remained still, dangling in their grip and at the mercy of a stranger.

After a moment of staring at her through his darkened goggles, the man sighed and broke the silence.

"You're not quite the alley cat I was expecting to see," he said quietly. "More like a kitten."

Another of the metal arms stretched towards her, hissing as the clawed head peered at her face. The girl hissed back at the thing, making it jerk away in surprise. But the ones holding her didn't react, so she was still trapped.

"What are you doing here?" the man asked.

Even if she wanted to explain or actually thought it would matter to the stranger, habit and past experience left her silent. Talking never helped. It only ever made things worse for her. Silence was safer. She couldn't even remember the last time she spoke; talking was no longer a natural reaction.

The girl dropped her eyes to the ground and waited for the pain. With the exception of Old Myrtle, nearly all interactions with adults led to pain eventually, either directly or indirectly. All she could hope was that she'd be able to escape afterwards.

"Why are you here?" he asked again, his voice reasonably calm and even.

Cringing in the firm grip of the snake-arms, the girl waited. She waited for pain, for the flash of temper and annoyance to appear. She waited for a slap or punch, for screams and shouts. Whenever she was at the mercy of anyone and couldn't escape, the girl expected them to follow. That was why she should have run. That was why she always ran.

There was a sharp hiss and some clicks, but she didn't look up. She just stayed perfectly still, waiting for whatever the man would do to her. She'd been dumb enough to be caught, to ignore everything Old Myrtle and experience had taught her, so she'd just have to accept the punishment and pain. Maybe she wouldn't die.

" _No one_ is going _hurt_ you," said the man firmly, something in the way he emphasized his words making it sound like he was addressing someone else too. "I'm not going to let a child be harmed. I'm not that much of a monster."

She felt the grip of the metal arms loosen slightly, but not enough to slip free. The change was still enough for the girl to risk looking up again.

The bruises looked worse up close. The color and size looked painful. She wondered who could have hurt him like that. And even if the dark tint of goggles made it tricky, she could almost see his eyes through the glass. It wasn't exactly the clearest, but the girl could manage at least a glimpse. He looked tired; he seemed physically and mentally worn out. There was nothing angry or predatory about his expression. He looked more like someone who was beaten and attacked by dangerous people rather than being particularly dangerous himself. The man reminded her a little of Old Myrtle rather than a hunter and predator of the streets.

"How about we try something simpler?" he sighed tiredly. "What's your name?"

The child managed a shrug as she watched the man and the metal arms. There was no answer to that question. And the longer she studied his exhausted body language and expression, the more she thought he wouldn't cause her harm simply for being present. Which meant some of her fear was dimming.

"You don't know? How can you not know your name?" he asked skeptically. "You have to have a name."

She shook her head a little. If she had one, she couldn't remember it. No one ever used it anyway.

"What do your parents call you? Or your teacher?"

Grimacing a little as memories of her parents appeared unpleasantly in her mind, the girl shook her head stiffly. She hoped he didn't do something bad like report her as a runaway. They might make her go home. On the other hand, he'd probably get in trouble for trespassing too, so maybe that would keep him quiet.

There were a few chirps that sounded confused as the clawed heads studied her. One around her middle unwound enough to stretch close to her face. That one chittered as it glanced between the girl and the man.

Shaking his head, he muttered wryly, "So we've been discovered by a nameless six or seven year old who apparently dropped out of school already. At least he isn't likely to tell anyone about this."

He ran a hand through his hair, carefully avoiding his injuries. There was a look of resignation now accompanying his exhaustion. But something else was missing. She hadn't noticed how haunted and wary of her presence the man looked when he'd first spotted the child until the tension faded. Maybe he was also scared of strangers and people getting too close. Maybe he was trying to hide too.

At least her short hair and oversized clothes were working. He thought she was a boy, just like Old Myrtle planned. The old woman said it was better that way. It was more dangerous for girls for some reason, so it was a good thing it was working.

One of the metal snake-arms poked her gently, tilted its head in a way that reminded the child of a curious dog, and then chirped loudly. At the noise, the man turned towards it with a frown. Three other sources of chittering followed from the other mechanical arms, causing the frown to deepen as he turned back towards the child.

"You're a girl." It was a statement, not a question. When she stiffened at his words, he continued, "You're trying to hide it, but you _are_ a girl. I'll admit it. You fooled me until they pointed it out."

The child glanced at the metal snake-arms with new comprehension. They weren't just alive. They were smart. And he didn't just talk to them. They could talk back and he could understand them. The hissing, chittering, clicking, and chirping were more than just noises to him.

Sighing tiredly, he remarked, "I hate the fact I know why you'd pretend to be a boy. Especially in this part of the city." He shook his head, a hint of anger creeping into his posture for a moment before draining back out again. "You don't have to worry about me. If you keep my secret, I'll keep yours."

The girl nodded. Keeping secrets was easy for someone who never spoke, so it was a deal with no cost to her.

Slowly, the mechanical arms lowered her to the ground and released their grip. The instant she felt them loosen, instinct took over and she ran. She didn't go far, however. She just hid behind the crates again, trying to at least have some protection and shelter. A quick look back proved that the man and his metal snake-arms weren't trying to grab her again and were instead just watching her. The girl relaxed further in response to the lack of pursuit.

"Be careful out there," he said, apparently taking her reactions to mean she was leaving.

As he turned back around and started to walk slowly towards the rest of the warehouse, the child hesitated. She knew she should leave, but something about the tired and battered man in the trench coat made her pause. Glancing at the object still in her hand, she came to a quick decision.

Clicking her tongue against the top of her mouth loudly enough to catch the man's attention, she threw her apple towards him. One of the metal arms caught it easily and held it out to him. But she didn't wait to see his reaction to her offered gift. She was already squeezing back through the hole in the wall, intending to find a new hiding place to eat her crushed bag of chips.

**Notes for the Chapter:**

> And there is the first glimpse of what I have planned. No, the girl isn’t a canon character. She’s not going to turn out to be a young super-hero from the Marvel universe. She’s completely new.
> 
> In regards to Otto’s current condition, I’m being pretty practical about what happened to him. Other than the four mechanical arms, he isn’t really super-powered. I mean, he’s tougher than he looks since he’s carrying a few hundred pounds of metal on his back all the time, but he’s still a baseline human when it comes to his abilities. He’s a regular guy with regular durability and no super-healing factor. So after a few fights with Spider-man, who has the strength to stop a runaway train and hold up a huge chunk of wall in the movie, it only makes sense for him to be pretty-badly pounded. Then there is the fact he was electrocuted a couple of times (first during his initial experiment that fuses the arms to his spine and the second during the final battle) and he keeps staring at a miniature sun at close range (closer than anyone else in the movie) even after losing his goggles/sunglasses… Yeah, I doubt he’s gone through all that without some kind of consequences.
> 
> That doesn’t mean he’s completely harmless. It just means he’s as vulnerable as the next guy to harm and needs some recovery time after being beat up by a superhero. He still has his actuators and he’s still a genius.
> 
> Oh, and in regards to the names for the actuators? The actor nicknamed them when he was making the movie. I just borrowed those nicknames and attributed them to Rosie.


	3. Goblins

An apple. A bruised apple. Otto found himself staring at the piece of fruit as if it held some answers to what just happened.

A nameless, silent, raggedly-dressed, short-haired girl that, based on the admittedly limited information so far, didn't seem to have a home or family gave him an apple. For someone in her position, food could be a scarce commodity. And yet she'd tossed him an apple before slipping away. An act of such simple generosity and kindness after he nearly destroyed the city with his arrogance and obsession seemed difficult to believe. It was something he wasn't sure he deserved.

" _strange child, quiet, interesting_ ," chittered Mo.

" _girl, looks like boy, but isn't_ ," Flo reminded. " _tricky girl_ "

" _could tell someone, call the police, call Spider-man, could be trouble_ ," Harry hissed quietly.

Larry chirped, " _how, doesn't talk, promised to keep us secret_ "

" _can we keep her_ ," asked Flo, leaving the other actuators confused and startling a brief laugh from the doctor.

Otto realized with mild amusement that this was their first real encounter with a child with no distractions. Yes, there were some kids on the train he nearly crashed (and once again he felt a pang of guilt over his past actions). But all their attention was on Spider-man rather than the passengers at the time. No wonder they felt curious about her.

The man also felt curious about her, but not because of the novelty like the actuators were. From her dirty, sandy-blond, short hair to her oversized clothes that were clearly intended for someone else to her reactions towards everything, Otto was certain that she was living on the streets. If she had a home or family somewhere, he doubted she ever returned there willingly. She honestly didn't act like she had a name and there was a hunted look in her eyes that wouldn't come from a healthy home life. He knew that expression, recognizing it as the one he'd seen in the mirror throughout his childhood. Otto would be the first to admit that his father was a violent and cruel man and only got worse when drunk. And even if he'd always had a roof over his head even during the worst parts of his youth, there was something in how she cringed at certain points that was familiar. It made him wonder if she had a Torbert Octavius in her life. He hoped not because he wouldn't wish someone like that man on his worst enemies, let alone an innocent child.

Shaking his head slightly, Otto did his best to banish that entire train of thought. Thinking about his childhood in general and his father specifically wasn't the best idea, especially with four actuators with impulse control issues and a very weak sense of morality who might use a flood of negative emotions to start influencing him in an attempt to "help" again. Besides, dwelling on the girl and her situation wouldn't help anything. Considering her skittish behavior and the sheer population of the city, the man doubted he'd ever see the girl again.

* * *

Drowning his sorrows and rage in alcohol was growing to be a habit, one he knew he'd picked up from his father. Of course, there was a time he wanted to be just like his father. Though distant at times, difficult to please, and harsh when someone didn't meet his standards of perfection, the man always seemed like the pinnacle of success to his son. He'd wondered for years if he'd ever measure up or if he'd be trapped in the shadows of Norman Osborn forever. He never could seem to match his father's vision of what his son should be like. The man even seemed to preferred his son's best friend at times. Things did improve in more recent times, as if Norman had finally decided to try reaching out to him and was even showing some sympathy over his son's relationship difficulties. But even during the rougher days of their relationship, Harry loved and respected his father while trying to make him proud.

Then he was murdered. Abruptly, none of the man's flaws mattered. All that Harry cared about was that his father was killed and the one responsible for that crime was still free. Even worse, the murderer was swinging around like he was trying to be a hero. Harry spent so much time and energy hating Spider-man for killing his father, no matter what else the web-slinger might do. He'd stewed in his rage, regret, and drunkenness until his thirst for revenge began to consume him. Running Oscorp, his friendships, and every other aspect of his life fell out of focus. All he wanted was for Spider-man to suffer for his actions, for his father's murder to be avenged. He'd wanted it more than anything else in the world to the point of making a deal with a clearly-unstable Dr. Octopus just to get the chance to destroy Spider-man.

That deal was part of the reason Harry was currently sitting in front of the fireplace, a glass of amber liquid in his hand and staring at where he'd draped a sheet over the broken mirror. He shouldn't have made that deal. He shouldn't have looked under that mask. And he definitely shouldn't have broken that mirror. Because those actions managed to destroy everything he knew.

His best friend, someone he'd always trusted and would do anything to help if he needed it, wasn't who Harry thought he was. Peter Parker was Spider-man. All his darker desires for revenge against his father's killer crumbled. As much as he might want to defend the Osborne legacy, gain revenge for his father's death, and correct the clear injustice with the world, he couldn't hurt Peter. He couldn't kill Spider-man because he could never turn against his best friend. Part of him rebelled at even the idea even while the rest of him remained a chaotic storm of swirling emotions.

Then it got worse. In what he hoped was merely the result of shock, confusion, guilt, too little sleep, and too much to drink rather than a sign of insanity, Harry was confronted by a hallucination of his dead father screaming for revenge. And his denial against the specter was what shattered the now-covered mirror and provided the final piece of the puzzle. He could finally understand why his father died.

Drinking the remaining liquid in the glass, he ran his hand through his hair and grimaced. He knew this house had its secrets, but the concealed passage behind the mirror was still a shock. There was practically a small secret lab tucked out of sight. And what he found hidden back there was even worse. The glider, the bombs, and especially the yellow-eyed mask… It was all there, as if that part of his father's legacy was just waiting for him to discover it. As if he was meant to take up the mantle of the Green Goblin…

And that was the missing piece. He'd wanted to know why Peter would do something like that, killing his father. After years of friendship, it seemed impossible for Harry to comprehend. But now he could understand a little more about what happened. And the pathetic thing was how _obvious_ it all seemed looking back.

So many murders, especially early on, were either people who caused problems for the company or were a member of Oscorp. The connections of the victims to his father seemed so clear now. And then there were the attacks connected to Peter, such as his boss at the newspaper, Aunt May, and even Mary Jane. It was all part of the well-documented animosity between the Green Goblin and Spider-man, though the Daily Bugle wasn't exactly neutral when reporting on it. One saving lives and the other taking them. Everyone understood the dynamic between the masked figures. And then the Green Goblin vanished the night his father died, a coincidence he should have noticed.

The attack on Mary Jane was the key. Harry couldn't believe he never paid attention to the timing or purposefully ignored it in pursuit of vengeance. He knew the Green Goblin tossed Mary Jane and a tramcar filled with children off the bridge that night. Between the dozens of witnesses and Mary Jane's very thorough description of the Goblin's words and actions, there was no doubt about what happened there. His _father_ tried to kill a lot of innocent people and Peter himself just because Spider-man wouldn't join him. Because Peter kept trying to save lives that the Green Goblin threatened.

Once the pair left the bridge, no one knew exactly what happened. But Harry could finally draw a few conclusions. His father died of wounds from sharp blades being stabbed into him. He'd known that Spider-man didn't carry weapons, but he'd always dismissed that fact as unimportant. But now that Harry could examine the glider and the build-in retractable blades, he knew what the murder weapon was. Norman Osborn was killed by the Green Goblin's glider. He didn't know if Spider-man was the one who impaled him directly, but it was clearly not the web-slinger murdering a relatively helpless man that he'd always imagined it to be. Whatever happened, it was a battle between equally strong opponents with his father already having a history of murder and armed with a lot of dangerous weapons.

He hated to admit it. His mind rebelled against the idea, trying to rationalize or find an excuse. But no matter how many times he went around and around in his head, he kept coming to the same conclusion. Whether or not Spider-man caused the fatal blow, the Green Goblin was equally or even more responsible for his father's murder. He couldn't blindly blame Spider-man now that he had this information. His death was due to his own actions and decisions when he became a masked villain.

As Harry reached over to refill his glass, he was interrupted as his butler stepped into view. The white-haired man had been a permanent feature of the household, someone who kept the place running smoothly and kept all the Osborn secrets. Ironically, Harry realized abruptly, it was theoretically possible that Bernard could have figured out Norman was the Green Goblin and never said a word because of his impressive loyalty to the Osborn family. As soon as the idea appeared, however, Harry dismissed it. Even Bernard wouldn't hide something like that for long.

"What is it, Bernard?" he asked.

"You have a guest, sir."

Frowning slightly, Harry asked, "Is it Peter again? I told you I didn't want to talk to him right now."

So far, Peter had tried to visit three times since that night. And every time that he tried, Harry refused to see him. He wasn't ready to talk to him after learning Spider-man's identity. He'd never admit it out-loud, but Harry wasn't brave enough to face him with all his new knowledge yet. At the moment, Peter was resisting the urge to swing in the windows, but Harry knew he wouldn't give up.

"No, it is Mr. Kingsley," stated Bernard.

That brought a pause from Harry for a moment. Slowly, he gave the old man a nod for Bernard to show him in.

By the time his guest entered the room, Harry had managed to straighten his rumpled suit a little. He didn't want to look completely disheveled in front of the older man. Just because his life was spiraling into chaos didn't mean Harry wanted him to know it.

Roderick Kingsley stepped into view, grinning broadly with his arms out-stretched in greeting. Though he was only about Norman's age, his pale blond hair had gone white early in life. The billionaire fashion designer and businessman was certainly a welcome sight. Ever since he treated the then-twelve year old Harry like an adult back when all of Norman's other friends and business partners were treating him like a dumb child, the younger Osborn always liked the man. He thought of Roderick as his not-quite uncle, someone friendly and reliable to deal with. After his father's murder, Harry remembered that Roderick came over a lot to offer advice on running Oscorp in his new role and helping him drown his sorrows in scotch while listening to the younger man rant. Harry always appreciated his support during that dark time.

"Harry," he greeted. "I heard that wedding you were talking about took an interesting turn. You must tell me all about it."

He couldn't help shaking his head. Attending his ex-girlfriend/current-friend's wedding should have been simple, though it would probably be at least a little awkward for other past couples. But Harry was honestly happy that Mary Jane found someone and felt comfortable at the ceremony, enjoying the distraction from recent events. So dressed in his most expensive tuxedo, he'd gone to the wedding. Unfortunately for John Jameson, the red-head never walked down the aisle. Instead, she left behind a note and vanished. And Harry knew there was only one person she'd run away from her wedding for, the person she truly loved. Thinking about her with Peter quickly led his thoughts back to Spider-man and that led to Harry's current state.

"It was just your classic 'runaway bride' scenario," said Harry. "She decided she couldn't marry him because she loved someone else."

"You?"

Chuckling wryly almost against his will, he shook his head, "We might have dated once, but no. She's in love with Peter."

"Your friend, Peter Parker?" asked Roderick, reaching for the younger man's empty glass. "The one you told me about?"

"That's the one."

"So he stole her from Jameson on their wedding _and_ he's dating his best friend's ex?" he remarked as he poured another drink. "I might be wrong, but doesn't that go against all forms of good manners and decency?"

"In his defense, Peter's been in love with MJ since before I knew him," said Harry before accepting the refilled glass. "He just never made a move, so she never realized how he felt for the longest time. He just watched her from a far and wished. So I don't think it's really Peter's fault when Mary Jane was the one who made the decisions about who she's involved with."

"So no hard feelings on your part," he grinned briefly, gesturing with his own glass. "Still, it must have been awkward at the time."

Harry said, "We're better as friends." He hesitated a moment before reluctantly admitting, "My father's behavior when he first met Mary Jane didn't help our relationship either. I tried too hard to make her perfect in his eyes and tried to control our relationship so it was perfect… I kind of undermined it from the start."

"Well, I'm not surprised you've had romantic difficulties," he remarked, clapping the younger man on the shoulder. "Your mother died a long time ago and Norman never dated much. Not that he was very good at it anyway. How were you supposed to learn about relationships if you never had many examples to study? At least in regards to this topic, he wasn't that great of a role model."

While Harry's gut reaction was still to defend his father's memory, he kept silent and took a short drink. Technically, nothing Roderick said was wrong. It wasn't even that negative. But the idea that his father didn't teach him everything he should have, even something as minor as dating, was the sort of thing that would've set his teeth on edge in the last few months. He'd idealized Norman Osborn since his death. And even now that he knew more, the urge to defend the man remained.

As if sensing the young man's thoughts, Roderick continued, "I'm not saying he wasn't a great man. He was a talented, intelligent, and skilled businessman who built Oscorp from the ground up. He created a legacy that will be remembered for a long time. But by now you need to start looking past the surface. You have to admit that he had his flaws, especially outside of his role as a businessman."

Thinking about the hidden cache of weapons and the list of Green Goblin's murder victims, Harry reluctantly admitted, "He wasn't perfect. I know that. But I loved my father."

"Of course you do. He was family and you'll always love your family. Though there are days where I wish we could choose our family. It would certainly make life more convenient. For example, look at Daniel."

"How _is_ your twin?" Harry asked, taking another sip.

He shrugged, "About the same as always. Smart, but with absolutely no ambition or spine to motivate him. We look exactly alike, but have so little in common. Without me forcing him to take the initiative occasionally, he'd never accomplish anything in that lab of his."

Harry knew he was probably right. While Roderick was driven and confident enough to go from a fashion designer to the CEO of a quickly-growing company, Daniel was a nervous man who was quite content working for his brother. Anything Roderick told him to do, he obeyed without hesitation. People would often comment that Daniel inherited all the scientific knowledge and general intelligence while Roderick got all the cunning, shrewdness, and the strong personality necessary to use his brother's gifts.

"I heard you've been trying to get a military contract," said Harry, fighting the urge to yawn.

Taking a seat across from the younger man, he remarked, "Between Stark dropping out of the weapons business last year and Justin Hammer's recent disaster, there's a vacuum. And someone has to step in. There should be plenty of opportunities for us and Oscorp both."

Feeling rather warm and comfortable as they spoke around the fireplace, Harry took another sip from his glass and said, "Well, I wish you luck. Between our two companies, the military should be well covered." Yawning briefly, he added, "Hammer's disaster at the Stark Expo certainly distracted attention away from our problems concerning Octavius. Connections between us and Doc Ock need to be downplayed since those things never look good in the news. We _need_ the distraction."

Harry yawned again and blinked blearily. How much had he drunk? He wasn't certain, but he felt drowsy. He'd reached the stage of passing out from alcohol before in the past. Several times, actually. He didn't expect to do that this afternoon, but the young man could barely keep his eyes open even as he spoke. He must have drunk more than he thought after he returned from the wedding. It was the only explanation.

"Shouldn't have made a deal with him," mumbled Harry. "Almost blew up the city. Twice. And he messed up my revenge. Don't think I can hurt Spider-man now. Know too much. Broke the mirror."

Harry shouldn't be saying this. Something in his drowsy thoughts warned him to stop talking, but he couldn't help it. But Roderick merely murmured soothingly without asking questions, so Harry didn't worry too much. He just took another small sip of his drink and closed his eyes briefly.

* * *

Roderick carefully took Harry's glass from his hand and set it on the desk. He'd be out for a while. After all, the older man had plenty of experience by this point drugging the younger one with just the right amount to ensure he wasn't disturbed. When someone gained a habit of drowning his sorrows after his father's demise, it was surprisingly simple to get away with such a thing on a semi-regular basis if necessary.

Once he was completely certain that the younger man was out, Roderick turned his attention to going through the desk and the rest of the room. He pulled open drawers, rifled through papers, and checked all the supposedly-secret hiding places in the room he'd discovered over the years. While Harry might not be quite as much of a workaholic as his late father, he did tend to bring interesting tidbits home with him and hide them in the exact same places. That made the older man's job so much simpler.

People underestimated Roderick. He knew that without a doubt. Even after he built himself a company and proved that he could be business savvy, the average person underestimated him. They didn't understand. They thought he was just the face of the company, the fashion-designer who just had a knack for hiring smart people to run the business. It was an easy mistake for someone to make. He'd chosen his initial career in fashion _because_ no one would realize his potential. They might look at his designs and call him brilliant, but they would never see the truth of how brilliant he actually was.

It was why he managed to get close to various people in important positions of power and knowledge, such as the late Norman Osborn. They never saw him as a threat or a security risk because he always gave the impression of being the harmless. Even when he began a successful company, using bits and pieces of the stolen corporate secrets he'd gathered from his so-called friends, they never suspected him of being behind the acts of espionage. When necessary, he would frame a useful fall-guy for the crime and stage their suicide before they could be questioned.

It was why he befriended young Harry in the first place. He knew that if Norman ever caught on to what was happening, he could easily frame the boy for stolen plans, formulas, and other pieces of information. It would be a believable story: feeling neglected by his father, young Harry would try offering gifts to the one adult in his life that made him feel important. Roderick knew that Norman would fall for it. But he thankfully was never forced to frame and kill young Harry. And with the elder Osborn gone, it was even easier to sneak out with useful intel.

Locating some of the most recent schematics stored under the false bottom of the desk drawer, Roderick started taking a few photos of the pages. Once he took them back to his company, he'd hand them over to his twin. Daniel stopped arguing about the legality or morality of the situation long ago. His brother just didn't have the spine to stand up to him. So Daniel and his people replicated and improved on the stolen projects in order to make the company a success. Anything they completed before the original companies or altered enough, they sold publicly. Anything that was too easily identified as coming from another source, they sold through less legal means. It was certainly a profitable way to run a business.

Taking care to replace everything exactly as before, Roderick prepared to leave. The Osborn butler might decide to poke his head in the room at any moment to see if they needed anything. But before he could head towards the door, curiosity prickled at the back of his mind. The covered mirror was… odd. Even Harry's comment about breaking the mirror right before passing out did little to draw his attention to it before. But now, Roderick couldn't help taking a quick peek behind the draped fabric. After all, poking his nose where it didn't belong and investigating anything that captured his interest was practically part of his job by this point. Sometimes his curiosity was disappointed…

…but other times, it was well rewarded. Roderick bit back a gasp of surprise when he pulled back the sheet to expose a hidden passage. He'd thought he'd long ago discovered all the secrets of this room, but it seemed that there was at least one left. And of course he couldn't just turn around and leave without getting more than a brief glimpse of what was tucked just out of sight.

Slipping into the dark passage, more and more dark secrets of the Osborn family began to come to light. Shelves of round and orange bombs, one of the gliders he'd stolen plans for a few years ago, and a familiar mask that once stared back at people from the covers of newspapers. Roderick couldn't help chuckling. Apparently he wasn't the only successful businessman who hid their true and darker nature from the public. Poor little Harry must have been quite shocked to find this stash.

Feeling bolder, Roderick slipped a few of the so-called pumpkin bombs from the shelf into his jacket pocket. He already had the plans about the glider, so he wasn't very concerned about that. Further examination turned up lab notes and reports concerning Oscorp's attempt to recreate the Dr. Erskine's formula.

Almost everyone with even a basic knowledge of biology and chemistry had attempted to recreate the super-soldier formula and everyone had failed. _Some_ failed rather spectacularly. Rumor had it that the green thing that appeared at Culver University and then later in Harlem (leaving destruction behind both times) was related to a governmental attempt at recreating the formula. Regardless, everyone tried it and so did Oscorp. A quick glance through the notes showed that there were some positive results in regards to increased strength, endurance, and such, but there were issues mentally that left it as a failure. Increased aggression, hallucinations, and insanity were not acceptable side-effects in most cases.

Next to the notes were a few tubes of green liquid, as if someone had been reading them while studying the tubes. Roderick took photos of the notes and one of the tubes. Daniel was particularly skilled with biochemistry and related topics. He'd likely be able to iron out the problems with the formula, removing the insanity side-effect. It might take time, but it would be worth it. And it wasn't like Harry could report the theft if he noticed without admitting that his father was the Green Goblin, which could easily spell the destruction of Oscorp with the fallout.

Smiling to himself over how productive this particular visit had turned out to be, Roderick stepped back through the opening and slid the sheet back into place. Sparing a moment to glance around the room, he felt certain that there were no obvious signs of what he'd been doing. And with practiced ease, he slipped back on his normal behavior of friendly and harmless fashion designer and businessman. Then he simply walked out the door with Oscorp secrets.

**Notes for the Chapter:**

> I will say this. Harry has his faults, but he is not an idiot. Show him a secret stash of Green Goblin junk hidden behind a mirror and he does have the capability to draw a few conclusions. No matter how much denial he might be in or how much he wants to remember his father in the best light possible, the evidence is pretty clear. Norman Osborn was the Green Goblin and that means accepting the fact that his father was a bad guy. I wanted to address Harry's reaction to learning about Spider-man's identity and his father's alter ego, but to do it in a way that gave Harry a bit more credit than he seemed to get during the third film. 
> 
> To anyone who is unfamiliar with the name Roderick Kingsley, he is known by a slightly more famous name within the comics: Hobgoblin. Well, the Hobgoblin costume was worn by several people, but he's generally the one pulling the strings when someone else does wear it. I wanted to have someone who hasn't shown up on the big screens to be a villain in this story. So here he is.
> 
> And yes, some nice references to the Marvel Cinematic Universe. Because it is surprisingly easy to compare the Goblin formula to the various attempts to recreate the Captain America formula. Just look at the Blonsky from "The Incredible Hulk." He's like an unarmored version of the Green Goblin when it comes to his capabilities after being injected (and before he becomes Abomination).


	4. Water

**Notes for the Chapter:**

> Yes, I have heard the good news. Sony is letting the Marvel Studios use Spider-man. That means he'll be joining the rest of the characters in the Marvel Cinematic Universe at some point in the future. Of course, that doesn't change the fact this story is still making use of the Spider-man original trilogy. But it is still nice to imagine that someday in the future, we'll have Spidey meeting up with the Avengers and the others.
> 
> Anyway, time for a familiar face from the Marvel Cinematic Universe to make an appearance. After all, he is pretty awesome for a guy without powers.

Waking up in a chair with a pounding headache and a dry mouth was an unpleasant and familiar experience by this point. Harry's past drinking habits ensured that he recognized a hangover when it struck. It was never fun and it usually left him miserable for a while, but he couldn't bother to be surprised by it. If he was dumb enough to drink to the point of passing out during Roderick's visit, then he had no one else to blame for the hangover.

Wincing as the sunlight tried to stab his eyes out, Harry reached out to the glass and pitcher of water waiting next the aspirin on the side table. Bernard's foresight and silence in leaving them made the young man eternally thankful to the servant. There was no way Harry would have survived past hangovers without committing murder if it wasn't for Bernard being soft-footed and always having water waiting in the morning.

Harry slowly sat up, drinking the water while pretending that his hangover wasn't as bad as it felt. After all, he doubted that there was an _actual_ guy in his skull swinging a hammer. It just felt like it.

Then, apparently deciding that he wasn't suffering enough already, someone loudly greeted, "Good morning, Mr. Osborn."

Cringing at the increased pain, he whimpered, "No noise."

"I'm sorry, but it can't be helped," the speaker remarked at a still-too-loud volume. "We need to ask you a few questions."

Reluctantly prying his eyes open, Harry asked, "Now?"

There was a stranger in his home. That thought managed to wiggle its way past the pounding headache. There was a stranger in his study and Bernard didn't announce him. That was enough to get Harry's attention. No one got past Bernard.

He looked rather ordinary. Average height, average build, and a short, neat haircut. The brown hair and calm expression made the man appear almost dull and boring. He was the type of person who could blend into a crowd and was easily forgotten. The most notable trait about him was the nice suit he was wearing.

"I'm afraid so. We would have visited you sooner, but we've been quite distracted," the stranger said. "There were a few more immediate concerns. Let's just say that the end of May and start of June turned out to be a very big week for us and the fallout has taken some time to handle. But that doesn't mean that you won't be debriefed."

"I'm sorry, but who exactly who are you?"

"My name is Agent Phil Coulson," said the man. "I'm with the Strategic Homeland Intervention, Enforcement, and Logistic Division."

There was something familiar about it, but Harry couldn't concentrate on that. While his head was still killing him and part of him wanted to just crawl into a hole, Harry was able to recognize what the calm man was doing. He'd dealt with sneakier strategies in the Oscorp board room.

"I'm guessing there's an acronym for that you prefer to use. I'm also guessing you're using the longer name to put me off-balance and to seem boring," said Harry. "That way, I won't put up any defenses when you ask your questions."

He smiled calmly in response, but didn't deny it. Instead, he pulled out a small recorder out of his jacket pocket and set it on the small side table.

"Very well, Mr. Osborn—"

"Harry," he interrupted. "If you're going to practically break-in to my home first thing in the morning and interrogate me about something while I'm suffering the world's worst headache, we might as well make things simple. You can call me 'Harry.'"

Nodding in a way that left no doubt that he knew the source of the headache, Coulson said, "If that makes you more comfortable. Harry, what do you know about a disturbance at the pier a short time ago that involved your ex-girlfriend, Mary Jane Watson, a scientist you formerly sponsored with your company, Dr. Otto Octavius who is also now known as Dr. Octopus, and the costumed vigilante known as Spider-man, who you have a rather publically-known hatred against?"

"It can't be _that_ well-known," he muttered, uncomfortably remembering a particularly loud and drunken rant at the party for Mary Jane's former fiancé.

"The only more publically-known vendetta against him is from a Mr. Jameson of the Daily Bugle," stated Coulson. "And that is simply due to the fact he controls a source of media, ensuring that his opinions are well-documented. I believe his favorite term for Spider-man is 'menace'?" He tilted his head briefly and smiled wryly, "You would think that a man in his position would have a more creative vocabulary."

Harry shrugged carefully, "I only know what I've been told about the event. Octavius rebuild his failed experiment, but on a larger scale. Spider-man fought him and the doctor and machine fell into the river in the process. And Mary Jane was rescued. I wasn't near the place, so I don't know what you expect me to tell you. All I know about it is what Mary Jane told me afterwards."

"We merely find it curious that all three individuals present at the pier that evening were tied to you," remarked Coulson calmly. "Not to mention that his experiment, which caused thoroughly-documented damage to the city in the short time period it was active, requires tritium forced into a solid form. Your company provided it for his first attempt and it has come to our attention that a larger amount was necessary for the reaction that was observed. We also know that your company recently obtained a second sample of tritium and that no one seems to know what happened to it. Are you certain that there is nothing else you wish to mention?"

Finally a memory managed to slip past his headache. Harry focused on that thought as best he could rather than think about how his mistakes were about to be exposed. He'd heard the name "SHIELD," the acronym for the agent's group. He'd been trapped in a storm of hurt, rage, and confusion as a collection of governmental-types visited the investigating detectives. When they left, Norman Osborn's death was officially declared an "accident" while Harry was left ranting to everyone that Spider-man murdered him.

"Perhaps I know a little more," he admitted. "Of course, you could explain why SHIELD felt it was necessary to lie about my father's death. Seems fair to me; you want information and so do I."

"I'm not sure you would appreciate what I could tell you. Everyone has secrets. We had good reasons to keep the police from looking too closely at your father. One of those reasons is that you would be better off without knowing some particular facts about him."

Harry narrowed his eyes briefly, "And what so-called 'facts' do you know about my father?"

Even while fighting through a pounding headache and the rest of his hangover symptoms, the young man knew he couldn't reveal too much. He didn't want to mention his father's second identity if they didn't already know. He didn't want to implicate himself for his actions helping Dr. Octavius since he was the only one alive to prosecute for that entire mess. And he definitely didn't want to let someone know Spider-man's true name.

That last one was especially important. Even if he ended up letting these SHIELD people know about everything else, Harry knew he had to keep Peter out of it. He couldn't involve Peter in this. Harry wasn't sure what he was going to do in regards to Spider-man and Peter being the same person, but he was determined that it would remain between the two of them and not involve SHIELD.

"Do you truly want to know?" asked Coulson. "You may regret what you learn."

With only a brief hesitation, he said, "Yes."

The agent nodded once in acknowledgement and reached over to turn off the recorder. Then the man shifted his shoulders slightly, making his straight posture look even more professional.

"His company was involved in an attempt to recreate the Super Soldier serum, as are many other groups both with and without direct influences from our organization. Needless to say, we kept an eye on his Human-Enhancer Formula. And even after they supposedly halted all work on the project, your father didn't quite give up. Then, once the Green Goblin appeared in New York, it became clear that the Human-Enhancer Formula was responsible for his capabilities and that he was using some of Oscorp's still-experimental projects. By the time SHIELD began to have suspicions about that connection, it was too late. We barely managed to start investigating before your father's tragic demise and the Green Goblin's disappearance. From there, we only needed a cursorily examination of his body to prove that Norman Osborn was affected by the formula."

He knew. Harry could tell that the agent already knew about the elder Osborn being the Green Goblin. He was trying to break the news gently, but Coulson and SHIELD already knew. What else did they know? And what could Harry risk saying? Should he continue to claim ignorance or reveal his own knowledge? Figuring out how to properly play his small collection of cards in this situation wasn't easy with a hangover, but he was adaptable. Harry intended to make what little information he had available work for him.

Taking a moment to drink some more water, Harry responded, "You can say it, Agent Coulson. I know you want to. You think that my father was the Green Goblin."

"You don't seem very surprised by that," commented Coulson. "In fact, you appear to be handling it quite well. My guess? You either suspected or already knew before I arrived."

"It's a recent discovery. Trust me, I'm not as comfortable with it as I might seem," he said. "Last night, I did my Tony Stark impression thanks to the disastrous mess that news is causing me and my life."

There was silence for a moment before the agent remarked calmly, "Well, the lack of rubble and scantily-dressed women parading around the property means you haven't _quite_ reached Stark levels of self-destructive behaviors yet."

Harry smiled wryly at the man. Even with everything else going on in his life and New York in general, he still managed to catch the news about Stark's drunken birthday party. Give the man credit: when he was in a downward spiral, he did so spectacularly.

Reaching over to turn back on the recorder again, Harry carefully said, "Doc Ock did get the tritium from me. He showed up on my balcony and pretty much demanded it. Considering that he'd already killed several people at the hospital and then attacked the bank, turning him down didn't seem smart." Rubbing his forehead in a futile attempt to banish the headache, he continued, "Not to mention he kidnapped Mary Jane."

Everything he was saying was true. Harry was technically being honest, but he didn't have to talk about every detail. These SHIELD people didn't need to know everything. He didn't intend to bring up the part about his deal with the doctor and he certainly wouldn't mention unmasking Spider-man. That would just complicate things. Since Octavius was dead at the bottom of the river, it was easier to place all the blame on him.

"Why would he choose to kidnap Ms. Watson specifically?" asked Coulson, raising an eyebrow.

"Leverage," he answered. "She's friends with me and with Peter Parker, who takes pictures of Spider-man for the Daily Bugle. If he wanted to force my help or to have Peter contact Spider-man, kidnapping MJ would certainly do the trick."

It wasn't a lie. Harry would have helped if he'd known Mary Jane was in trouble. He never expected Octavius to kidnap her. He even told the doctor not to hurt Peter. Even when he wanted nothing more than revenge for his father, Harry didn't want to put them in harm's way.

Of course, now that his friend and his desire for revenge were so tangled up together, Harry didn't know what to do. He'd have to make a choice someday soon. Which one was more important?

"And why would Dr. Octavius be interested in gaining Spider-man's attention? What would be his motivation for that?"

The young man shrugged, "Spider-man appeared at the first failed experiment, cutting off the power before it could cause more destruction even when Octavius wanted to continue. The doctor's wife died during the accident and the actuators were fused to his back. And when Doc Ock robbed that bank, Spider-man interfered again. Any of these events would make a good reason for him wanting Spider-man present for his second attempt."

Again, none of what he said was a lie. They would indeed make good reasons for Octavius to get Spider-man involved. The only problem was that Harry knew the _true_ reason. Doc Ock did it because of the deal. Spider-man for the tritium. A simple trade that could have destroyed countless lives.

The way that Coulson was staring at him made Harry nervous. It was as if the agent knew that he was hiding something. It was as if he knew that there was more to the story and that the young man was avoiding the issue. But the man didn't question Harry's explanation. He just stared at him with a far-too-knowledgeable expression.

"You seem to be far less hostile mentioning Spider-man than in the past," commented the agent. "I take it that your more recent discovery you mentioned has something to do with it?"

"My feelings on him are very… mixed at the moment," he admitted. "I don't know what to say."

Coulson was silent for a moment before turning off the recorder and putting it back in his jacket pocket. He gave the younger man a brief nod.

"Thank you for your time. It was actually a nice change of pace to debrief someone without having to chase them down first. If we have any further questions, we'll be in touch."

"I'd have Bernard show you the door, but he doesn't seem to be here at the moment," said Harry, gesturing towards the door.

The man's calm expression might have briefly twisted into a slight smirk at his words, but it was only for a moment. Harry silently decided that it might be time to upgrade the security of his home.

"One last question," Coulson said. "You don't plan to follow in your father's footsteps in regards to his… _hobby_ , do you? Because I would strongly advise against it."

Harry thought about the question. So many things went through his mind. Peter's face when he pulled off the mask. The deaths at the hands of the Green Goblin. The samples of formula, the glider, and the bombs hidden away, waiting to be used.

The look of disappointment in his father's eyes. How Norman Osborn talked about Peter with a level of pride that Harry could never hope to receive. His father's dead body lying in the study. The hallucination of his father screaming for vengeance.

"No, I want nothing to do with that part of my father's legacy," Harry lied.

* * *

Thunder crackled far above the city, the storm hitting hard. Rain poured down, soaking everyone and everything. Water ran down the sides of buildings, washed over the streets enough that passing cars would splash unsuspecting victims, and pooled around low points while the drains fought to keep up with the miniature flood. Those that could manage it either hid inside buildings or scurried around with their umbrellas held tight. Others raced to find any awning or other form of shelter. The subway platforms were stuffed with both travelers and people just hoping to stay dry.

She was already soaked. Old Myrtle's gray jacket did very little against the water, soaking up the moisture and weighing her down. The wet material clung to her, leaving the girl shivering as she moved through the city. Even in June, being drenched by a storm would make a person cold and tired. She wanted to just curl up somewhere, but the girl forced herself to keep walking. She needed to find somewhere safe first.

There only a handful of options for her to pick from. Usually she would have found somewhere to hide before the storm hit, but hunger forced her out searching for food and now she had very few choices. She didn't want to go into the crowded subway tunnels, trapped among so many strangers and unable to escape quickly if someone was dangerous. Homeless shelters and churches were similar problems, not to mention she knew that those who ran them would want to send her back to her parents. She couldn't linger in most stores because owners tended to get angry at homeless people dripping water all over the place and not buying things. Cardboard boxes would fall apart in seconds and most of her preferred spots underneath fire escapes and such were already occupied. Furthermore, most of the semi-abandoned buildings she knew about and could sneak into would already have squatters at this point, some of which she knew from experience would be protective of their territory. Her remaining choices that she could try were either a long walk through the rain or likely also taken.

Still, she had one place she was willing to take a chance. The warehouse would be dry. If it was empty, it would be perfect for her to hide in. The only problem was that it might not be empty. The man with the metal arms on his back, the one covered in bruises and who seemed too haunted to be dangerous, could still be lurking there. He said she wouldn't be hurt and that he would keep silent about her. She'd avoided the place for a little while just in case he was lying. People lied, after all. Most of them lied and hurt those weaker. She knew that. But he didn't seem as dangerous as some and it was the only place she could think of that she could hide from the weather.

Once again, she slipped through the chain-link fence and splashed her way towards the building. She already knew where the hole in the wall was, which appeared to be undisturbed from the last time she was there. Caution made her pause briefly, but the chill from the rain urged her to crawl inside.

Thankfully, her particular corner of the warehouse was still filled with junk and crates, providing her with a place to keep out of sight. The darkness inside due to the overcast skies also helped make her feel safely hidden. The girl spared a moment to smile about being out of the wet and cold. Then she peeked around the closest obstacle to see if she was alone or not.

At first, the entire space seemed to be deserted. Even the extra illumination provided by occasional lightning flashes failed to show her anything. But between the rumbles of thunder, she could hear someone or something clanging out of sight.

* * *

Heavy rain pattered against the roof of the warehouse as Otto worked on turning a section of the building's ancient bathroom into a small, makeshift shower. He'd been working on the wiring of the warehouse previously, but he'd been electrocuted enough times in his life already that he wouldn't risk it during a thunderstorm. He wasn't an expert when it came to plumbing, but between a do-it-yourself book, a quick stop to raid a home improvement store, and the assistance of the actuators, he was making progress.

The pipes, tools, shower parts, and a relatively small water heater were stolen in the middle of the night, the man destroying all recorded evidence of the crime in the process and having to carry his prizes across rooftops over multiple trips. He did feel bad about the theft, but he couldn't risk someone watching him drag the equipment into the abandoned warehouse and have them grow curious about his presence. Not to mention he needed the actuators' help to carry the heavier objects, especially since his main point of access to the warehouse was still through the skylight. But the desire to have access to a shower in the near future and the knowledge that paying with stolen money wasn't much more legal kept him from feeling too guilty about the theft.

It wasn't as difficult to adapt the space as he imagined. There was already a large drain in the floor of the bathroom and he could attach the water heater to one of the small sinks that lined the wall before connecting it to a showerhead. It wasn't particularly pretty, but Otto hoped it would work. Granted, the water would still have to be controlled by the sink, it would take a lot of piping so that the water heater could be placed somewhere it wouldn't get soaked, and he suspected the water pressure would be pathetic, but he was hopeful that there would be showers in the near future. He would finally get rid of the lingering smell of the river from his near-drowning.

The thoughts of future showers kept him working in the small space, tightening one of the pipes next to where one of sinks used to be while Flo and Mo connected another to the ceiling for the showerhead to eventually go. When he finished, he intended to block off the entire far corner of the bathroom by installing a shower curtain to keep water from splattering everywhere. The ancient, chipped, and once-white tile that covered the walls and floor would keep mold from forming and rotting out the place. And while he could someday improve the space more by replacing those tiles and removing the unnecessary stalls, it would at least be enough for the time being to at least have the option to get clean. It was utterly amazing how much the idea of a warm shower appealed to a person when they were forced to miss out on it for so long.

Otto knew he would have to take a break soon. Part of the reason was due to the fact he hadn't finished fixing the wiring in the building, meaning that he was depending on a very weak flashlight he'd found in order to see in the windowless room. The low levels of light mean he could take off his goggles without worrying about hurting his eyes, but it was still problematic to work with. The other reason he needed to stop soon was due to the ache across his chest. Most of his scrapes and bruises were healed enough to no longer be an issue, but the larger one across his ribs was still sore and tended to hurt when he pushed himself too hard. And the amount of effort required to loosen and tighten the various pipes, even with Harry and Larry bracing him when they weren't holding other pipes in position, was starting to put a strain on him.

" _rest, Father needs rest, finish later, still healing, no need to hurry_ ," chirped Flo as the man lowered his wrench.

"Probably would be a good idea to take a break," he muttered, picking up the flashlight with his free hand.

Mo clicked, " _food, Father should eat_ "

"Well, I am certainly hungry," said Otto. "But since I'm not going out in this weather, I guess I'll be stuck with a peanut butter sandwich."

After retrieving the stashed money left over from the bank robbery, some of it now hidden up in the exposed rafters of the warehouse, the doctor decided to do the mundane chore of grocery shopping. At the time, he'd been nervous about being recognized as the supposedly-dead villain who nearly derailed a train. But it turned out everyone focused completely on the actuators rather than his face. Once he switched his goggles for a pair of sunglasses and the actuators contracted to their minimum length of six feet to hide under the trench coat, he looked like any other shopper. From there, he stocked up on some basic foods that he could store and eat without access to refrigeration or any possible method of cooking. Any hot meal he might want would have to be takeout for the time being. It vaguely reminded him of his college days. But at least he wasn't starving.

Stepping out of the bathroom, Otto tried to brush off the worst of the dust and grime that was sticking to him. Thanks to the current storm front moving through the area, working in the small space was a dirty and humid project. It was the main reason he'd left his trench coat draped over the sturdy wooden crate he'd been using as a chair. Otto briefly debated with himself about whether or not he should try putting it back on, but ultimately decided it would be too much effort at the moment. Even if the actuators were getting better about threading their way through the opening in the back, it was still a tricky process. If he was going to go back to work after his lunch break, it would just be a waste of time.

Mo reached into one of the boxes that the doctor was currently using to store his meager belongings and the actuator pulled out the jar of peanut butter. At the same time, Larry took the wrench from the man's hand and placed it with the other tools. Meanwhile, Flo and Harry were looking around the room as if searching for any and all possible danger. During all of this, the four actuators were feeding him images into his mind from their cameras. The various angles and swift movements used to be unsettling and difficult for him to process, but now Otto could easily comprehend the various and simultaneous visual stimuli. The human brain was remarkably adaptable. Still, he generally chose to only passively watch their viewpoints unless one of the actuators drew his attention to what they were seeing.

And his vague focus on the visual information they were providing was likely the reason he missed it until Flo started chirping at him.

" _not alone, not stray cat, tricky child back, girl looks like boy still, peeking from behind crates_ "

Otto quickly and silently commanded the actuators not to react. He didn't want to spook the child. They reluctantly obeyed, continuing to get lunch ready by pulling out bread and a paper plate, while the doctor considered their news.

She was back. The girl who snuck in before, the supposed "stray cat," was hiding in the warehouse again. That was unexpected. He never thought the silent and nervous child would ever come back.

Lightning flashed briefly, the sudden light hitting his sensitive eyes and causing him to flinch and hiss at the unexpected pain. The dim warehouse was dark enough from the overcast skies for his damaged eyes to withstand, but the storm was apparently going to make that a painful option. Larry gently offered the man his goggles and he reluctantly slipped them back on. Once he was protected against further unexpected flashes of bright light, he tried to decide on how best to handle the nameless young girl.

* * *

She waited, listening to the clanging and other sounds, until the man stepped out of the small room across the warehouse. While most of the building was open and empty, one corner had a few walls to create a couple separate rooms. There were two doors at ground level, one of which she guessed was a restroom, and a metal staircase that led up to a glass-walled office above it. The man with the metal arms had come out of the left door before heading over to a collection of sturdy crates and boxes that he'd clearly moved around since she last saw him.

The girl edged a little further, taking care not to trip over the tangle of wire again. It was darker in the warehouse due to the overcast skies, so she was having trouble seeing what he was doing. Curiosity once again fought to overcome her caution. Besides, he didn't hurt her last time. Maybe he wouldn't hurt her if he saw the girl again.

She fought the urge to shiver from the chill as she watched him. One of the metal snake-like arms pulled out a jar from one of the boxes. It wasn't until he opened it and the aroma reached her that the girl realized the jar was filled with peanut butter. She felt her growling stomach and the gnawing hunger grow more demanding at the near proximity to food. The dried-out and old bagel she managed to snag a bite of before the downpour just wasn't enough. Part of her felt bad about it, but she was starting to seriously consider the idea of waiting for him to vanish back into that small room and stealing a small glob of that peanut butter. The temptation was just too strong. Even with the pair of half-melted candy bars in her pocket she was saving for an emergency wouldn't be enough to keep her satisfied until morning.

The metal arms moved around him, pulling out and placing various objects on a crate that was apparently serving as a table for the moment, but the girl didn't pay close attention. Her focus had been captured by the food. She was so enthralled by the smell and imagining the taste that it took her a little while to notice that there seemed to be two paper plates set out and that the bread was being turned into two sandwiches. By the time she noticed that odd fact and began to wonder about it, the man abruptly turned and looked directly towards where she was hiding.

"If you're hungry over there, you're welcome to have one of these sandwiches."

**Notes for the Chapter:**

> Here's a little piece of information. Tritium is a real substance. Even better, it actually is pretty important part of fusion reactions and natural-occurring tritium is indeed extremely rare. That means some of the comic book-based movie science is correct. Unfortunately, they did mess up on a rather important detail. In reality, tritium is a special form of hydrogen that contains one proton and two neutrons. And, more importantly, it exists as a gas. In the film, it was shown as a golden crystalline substance. 
> 
> Of course, we're talking about a series that has the main character change his DNA due to the bite of a genetically-engineered spider. So let's just say that the tritium is combined with another substance that allows it to exist in a solid state, which is what Doc Ock needed for his experiment.
> 
> I've also been trying to figure out how the actuators hide under the trench coat in the movie and I think I've figured it out. When they make their reveal in front of the bank vault, Doc Ock yanks off a piece of fabric from the back right as they pop out. So I figure there was a section of cloth that covers up the opening in the back, camouflaging it until it is time for the actuators to make their appearance. It is still kind of impressive though that they can hide that effectively…


	5. Invitation

**Notes for the Chapter:**

> Well, it has been a little while since this story was last updated. And in the meantime, the movie "Avengers: Age of Ultron" came out. It was a rather entertaining film. I approved of some parts (like Hawkeye's scenes and what we learned about his life), I was sad at other parts (like what happened to Jarvis), and I was mildly surprised/confused by yet other parts (like Bruce and Natasha). And I definitely enjoyed Scarlet Witch and Quicksilver when they were brought in. They couldn't really mention Magneto or mutants or anything like that, but they still did a good job with their origin story for the movies. Overall I enjoyed what I saw, even if I'm a little concerned about how there are already hints of how it'll lead to the events of "Captain America: Civil War."
> 
> In regards to how much of the revealed information from the film makes it into this story eventually and becomes relevant, that's a little uncertain. I liked Clint's home life and I found what we learned about Natasha's background to be logical, but my story is current set before the events of "Avengers." So there is certainly some time before anything from the latest film has to be incorporated or ignored.

Between his eyes and the four cameras directed towards what he considered to be the junk corner of the warehouse, Otto could watch the girl's reaction from a variety of angles. So far, only the top of her head was visible past the half-rotten wooden crate. Her short, sandy-blonde hair from before was covered by the hood of her oversized grey jacket, but her dark blue eyes were easily visible.

Shock, fear, curiosity, and nervousness were all clear in her expression as she stared at him. She definitely reminded him of a frightened animal. If she was truly a stray cat like he'd assumed before their first encounter, Otto imagined that her back would be arched, her ears flattened, and her fur raised. She was extremely tense and scared of being spotted, but she was still there. The child stood there stiffly, ready to run at any second. And yet she forced herself to remain.

" _girl scared, why, not hurting or attacking her_ ," Mo chirped.

" _yet_ ," clicked Harry. " _girl still could be dangerous_ "

" _too small, too weak, too quiet, too young, no danger from her_ ," chittered Flo, curling low to the ground.

The child's eyes flickered towards the actuators when they moved abruptly or made a sound, but she didn't seem to be excessively afraid of them. Her fear seemed to be more focused on him or possibly just adult men in general. Or maybe she was scared of all people. Without a better sample size than just himself, Otto couldn't tell for certain. It did, however, strengthen his belief that whatever home life she may have once had was a poor one. It also made him suspect that she would be cautious about getting too close to him, but she might be curious enough about the actuators and hungry enough that he could keep her from immediately running back out into the storm if he was careful.

"How about we make it simple? You come out from behind there and we'll move the sandwich closer to you," he said in a calm and soothing voice. "You don't have to come all the way over here. Just step out far enough for me to see you. Does that sound fair?"

Her brief hesitation made Flo click encouragingly at the hidden child. But after a few moments, the girl's head bobbed in a small nod of agreement. With hesitation and cautious movement, the child took a slow step out.

He'd noticed her hair before and the ragged state of her outfit, but little more than that during their first encounter. This time, he took a better look at her clothes. The grey jacket was completely soaked and oversized for her. It was clear that it originally belonged to someone else, someone older and taller. The thing could have served as dress for her if the zipper wasn't broken off. At least the rather large pockets would be useful to her.

Underneath was a worn t-shirt, the cheap kind that could have easily been turned into a souvenir for tourists by ironing on a logo. Originally it might have been black, but time and rough treatment faded it into a dark grey shade. It draped off her, once again suggesting she'd simply found a discarded piece of clothing and didn't care about the size.

From what he could see of what wasn't covered by the shirt and jacket, she was wearing a pair of jeans. Denim was a durable fabric and didn't wear out quickly, so her jeans didn't look quite as ragged as the rest of her outfit. But they were certainly baggy enough that he suspected she was either using a belt of some kind or she'd managed to alter them enough to stay on. If it was the latter, Otto would guess she used duct tape rather than sewing to achieve it since she'd apparently hemmed the legs with duct tape so she wouldn't trip over them.

As for her footwear, they were ancient and worn out sneakers that were also not her size, held together with duct tape, and likely belonged to someone else originally. Otto wasn't certain if she was stealing her clothes, snagging them from charities, or some other method, but they were certainly not from caring parents. She was definitely managing this on her own.

Otto still couldn't help thinking about a cat when he looked at her edge closer. Her stiff, slow, uneasy steps created the mental image of a small feline making the same movements. The quiet child reminded him so much of a tiny frightened kitten that wanted the offered food and yet feared the one making the offer. A look that was cute on a cat was heartbreaking on a little girl.

Flo picked up the waiting sandwich and slowly extended towards the approaching girl. Both moved slowly, but the child still seemed slightly less nervous about the actuator as long as Otto remained in place. Her eyes flickered towards the man repeatedly, yet she didn't let his presence stop her.

The girl and the actuator met in the middle. Otto gave a silent command and Flo set the sandwich on the cracked concrete floor before retracting a little. She stared carefully at the man and four actuators watching her, uncertainty clear on her expression. She shifted back and forth on the balls of her feet, prepared to run at the first hint of trouble. Only when none of them moved did she grab the offered food and jerk back.

"See? That wasn't so hard," Otto said, reaching for his sandwich. "I told you no one here was going to hurt you."

Eyes remaining locked on the man and still tense in case she had to run, the child slowly took a bite. The moment she did, however, the girl began to rapidly stuff the sandwich into her mouth.

" _hungry, girl eats fast_ ," chirped Larry.

The click of the actuator made her look up, but she didn't run away or try to escape. She obviously didn't see them as a threat. It was ironic that she was less afraid of the machine whose first act of awareness was to murder a room full of people than she was the human. Otto wasn't exactly sure how he felt about that.

"Now, we should probably discuss something," he said in a quiet and calm voice. Taking a bite of his sandwich and watching the girl finish hers, Otto said, "You can likely guess that I intend to stay here for the foreseeable future. And I can guess that you… You don't have…"

He trailed off, earning a nervously inquisitive look from the child. He still wasn't certain what he wanted to say to her. He wasn't even certain what he intended in the first place. There wasn't much he could do for the girl. After all, Otto knew he was a presumed-dead criminal lurking in an abandoned warehouse with not much hope of changing any part of his fate. How could he help her when he could scarcely take care of himself and the four murderous actuators?

But he couldn't ignore the small, nervous, hungry girl, soaking wet and clearly with nowhere else to go.

" _can we keep her?_ " Flo clicked, repeating her question from last time they saw her.

Harry chirped, " _not good idea, Father hiding, girl might lead others to him, dangerous_ "

" _worry too much_ ," she clicked back.

"Since I'm hiding here anyway," said Otto, ignoring the voices in his head, "there is no reason why someone else can't hide here sometimes too. Like when the weather is bad." A flash of lightning overhead followed by a crack of thunder punctuated his words. "I honestly wouldn't mind the occasional stray. They'd be safe here."

The girl stared at him, suspicion clear in her gaze. She didn't have to speak for him to know she was wondering what the catch was. She didn't, however, look like she was about to bolt out the hidden hole in the wall. That was progress. At least he hoped so.

Flo chirped at her encouragingly, peering at the girl and the empty paper plate. She smiled slightly at the metal shape in front of her as Flo twisted and tilted to get different angles of view. The child clicked her tongue at the actuator, clearly trying to imitate some of the noises. Flo reacted by chittering to the girl cheerfully.

It only took Otto a few moments to realize what the actuator was doing. For reasons he couldn't understand, the girl was soothed and comforted by the mechanical entities. She was visibly relaxing as she interacted with the actuator. She feared the human attached to them, but she obviously liked the curious and friendly Flo.

"I wouldn't mind having a stray cat stopping by every now and then," he said quietly. "Or a kitten, as the case may be. And I have a feeling they," he pointed towards the three actuators who were remaining close to him, "won't mind too much either."

The girl tilted her head at his words, increasing her similarities to a feline. She didn't look quite as tense as before. She was still nervous and anxious about him, but it was at least noticeably less so.

Now that he'd made the offer, Otto decided it would be best to stop staring at her and give the girl some space. He doubted that someone as skittish as the child appreciated being the center of attention for very long. Perhaps it would let her relax a little more once he focused on something else. And the actuators could feed him images from their cameras if he did want to see what she was doing in the meantime.

Intending to begin putting away the lunch preparations, he turned. Unfortunately, the movement wasn't as smooth as he expected. At some point during the turn, he managed to hit the wrong angle or something. And thus a sharp pain struck him hard.

Biting back the majority of a yelp as his left leg collapsed under his weight, Harry and Larry instantly braced themselves on the floor to support him. Otto let them, hunched over and hurting. He hated when this happened. And it had happened at least occasionally since his dip in the river. Breathing hard and grimacing, Otto waited for the lightning-like pain to stop jolting through the limb.

It hurt. It truly did. And the man was still trying to figure out what exactly would set off the painful reaction. But even as he tried to keep his reaction down to a sharp hiss, Otto knew that it could have been worse. That much electricity racing through his body twice? With a nice layer of metal right along the spinal cord? He could have ended up completely paralyzed or it could have stopped his heart. Compared to what could have happened, some pain wasn't too unreasonable to expect.

" _Father hurt, don't worry, catch you_ ," Harry's voice whispered in his mind.

" _girl worried_ ," added Mo. " _got closer_ "

As the sharp pain finally dulled to slight throbbing, Otto looked up to see that the actuator was right. The child had gotten closer. Most of her fear and suspicion had vanished from her expression, replaced by concern. She was still out of normal arm's reach, but her posture suggested that she was debating between staying in place and getting closer to help. He felt mildly surprised by that reaction, but it made a little bit of sense when he thought about it. If she was willing to share her meager supply of food the first time she saw him, it wasn't that unbelievable she would feel sympathy for someone in pain.

Hesitantly testing to see if his leg would support his weight again, he said quietly, "I'm all right. It just hurts sometimes. This is why you have to be careful when playing with electricity." His weak attempt at a joke fell flat, so he just continued tiredly, "Don't worry about me, little kitten. I'm not worth it."

" _don't say that, Father worth worrying about, take care of you, protect you, help you_ ," clicked Flo anxiously, twisting around to look him in the face.

" _girl has something_ ," Mo interrupted. " _throwing small something_ "

The actuator caught it just as Otto turned his attention away from Flo and back to the girl. Mo offered the small, still-wrapped, half-melted candy bar that the child had thrown. The man took the treat while staring at the girl. She gave him a small encouraging nod before pulling out a second candy bar.

"So is the plan to bribe me with chocolate?" he asked, smiling slightly despite himself.

She shrugged before glancing around the warehouse. Then she bolted, but not out her little escape path. Instead, she scrambled on top of one of the sturdier wooden crates in her corner of the warehouse (and Otto was surprised to realize he was already thinking of it as "her corner"). Once on her new perch, she started opening her snack while watching him curiously.

It was a good spot. She was close enough to the small hole in the wall that it would be easy for her to escape and it was far enough away from him that she shouldn't feel nervous. But she could still keep an eye on the room and it was certainly drier than being outside. She should be reasonably comfortable and less nervous with her chosen perch.

"Stay as long as you like, Kitten," said Otto before returning to the task of cleaning up, taking more care this time with how he moved. "No one will bother you here."

* * *

Harry wasn't happy when, after _finally_ working up the nerve to go poking around his father's hidden room again, he discovered that someone had taken one of the vials of Human-Enhancer Formula. They didn't take all of it, but he still didn't appreciate it. And he knew who had to be responsible. Agent Coulson and SHIELD knew about the Green Goblin and the man had no problems sneaking in undetected while he was unconscious. He definitely had the opportunity, motive, and means.

The worst part was there was nothing Harry could do about it. What was he supposed to do? Complain to the police that a secretive government organization stole evidence concerning the identity of a murderer? He couldn't risk it. All he could do was replace the broken mirror and quietly curse the meddling of SHIELD.

It did, however, prompt Harry to go forward with something he'd vaguely been considering since he woke up with a hangover and an ordinary-looking man in a suit in his study. Since he realized the truth, he'd been confused and divided about what to do in regards to the Green Goblin and Spider-man. But no longer. He couldn't just ignore his father's legacy. He couldn't live in denial. He knew he couldn't run away from it either. He needed to accept it. No, more than that. He needed to embrace it. He needed to embrace the legacy of the Green Goblin.

Oscorp held numerous scientists who specialized in a variety of fields. The one he needed to speak to was an expert biologist, biochemist, and neuroradiologist. He also held a Ph.D. in biochemistry and specialized in hematology. Finally, he was a Nobel Prize-winning scientist with almost nothing to lose. He was hired after Norman's death, but he was smart, motivated, and seemed fairly loyal so far to his employer.

Harry stepped into the man's lab, noting how the doctor was focused on the centrifuge. He had black hair and skin that seemed nearly as pale as the lab coat he wore at times. The paleness was due to a rare and normally fatal blood disease, one that would eventually kill him someday.

He was intending to cure the disease, it being the primary focus of his research at Oscorp. Harry didn't know all the details, but he knew the scientist worked on the cure even when he had other projects. His advancements over the years in the treatments for the disease were part of the reason he was still in good enough health to work. But even with the current medical treatments, he might only have a couple of years before he grew too weak and was trapped in a hospital bed. It was only a question of whether or not he would discover a cure before the disease progressed too far.

"Hello, Dr. Morbius," said Harry. "I have a request for you."

Turning away from his project, the Dr. Michael Morbius blinked in surprise and said, "Mr. Osborn, I wasn't expected a visit from the head of Oscorp today. What can I help you with?"

"I need you to work on a project for me, off the record and as quietly as possible," he admitted. Meeting the surprised and suspicious expression, Harry continued, "In return, I will personally ensure that you have everything you need for your main research. Money, assistants, resources, anything. You'll have whatever you require to research and develop the cure you've been searching for."

Uncertain and uncomfortable even while clearly being intrigued by the offer, Morbius asked, "You're not involving me in something illegal, are you?"

"No. This isn't illegal. I'm just revisiting an old project that my father tried. It was never perfected before his death and I just want to fix a part of his legacy," Harry admitted. "I'm not asking you to break any laws. I just want this kept quiet. Please?"

He didn't immediately answer. Instead, Morbius stared down at his pale hands braced on the countertop. They were shaking a little, indicating he was due for another appointment at the hospital for another treatment. Oscorp's medical insurance covered the expensive and increasingly more frequent treatments. It was one of the incentives Harry knew was used to hire him in the first place. The cost would be too much for him otherwise. Especially once it went from every other month to every month. Soon it would be a couple times a month. They could delay the progress of the disease and keep the symptoms mostly at bay, but he was living on borrowed time. Morbius knew it and Harry knew it. And his research may be his only chance. The research that Harry intended to completely fund in exchange for a favor.

"What exactly do you need me to do?" asked Morbius.

Harry pulled the necessary materials out of his briefcase. In addition to another vial of the Human-Enhancer Formula, he handed over all the research he could find on the substance. No one else in Oscorp cared about the failed project. So there was no need to worry about people wondering what happened to all the files and records. Morbius gave him an inquisitive look as he accepted the offered objects.

"They were working on something for the government intended to boost a person's strength, agility, reflexes, durability, stamina, senses, and the speed at which they heal," he described. "They actually made quite a bit of progress on the project before the chief scientist in charge died suddenly. But there were some rather unpleasant side effects mentally."

Harry remembered the description in the report of the insanity experienced by the test rats. He could easily imagine how it might have also affected his father. Did the formula completely push his father to become the Green Goblin or did some of it already exist inside him? Was the potential for that evil insanity already there and the formula just awaken it? And if _some_ of the cruelty and viciousness of the Goblin came from his father's mind originally, was it something genetic? Could the insanity affect Harry? He thought he heard and saw his father that night, compelling Harry to avenge him. Was it just the alcohol or a sign he would become just like his father? Was he destined to be a crazed and cruel murderer?

Harry shook his head, banishing those thoughts. Now was not the time to doubt. He knew what he had to do. He knew what his future would be. His father's legacy cast a long and dark shadow. Harry intended to make use of that legacy for his own purposes.

Continuing, Harry said, "I want you to try and adjust the formula. See if you can fix those side effects. If you can find a way to make this work without driving the subject insane, I would deeply appreciate it. You don't even have to perform human tests. Just ensure that it works with the animal test subjects and I'll be satisfied."

"Is that all?" asked Morbius hesitantly, glancing between the young man and the documented research in front of him. "That is all you want me to do? And you'll provide everything I need to work on the cure?"

"Anything and everything you could possibly need," Harry said.

Some of the board members might consider complaining, but at least a chunk of the funding would come from Harry's personal account. And he could always say that developing a cure for a fatal blood disease would help with publicity. He could make it work.

Morbius nodded, "I'll get started on this and see what I can come up with. I can't make any guarantees until I know more about what they accomplished previously, but I might be able to make the formula work. I can't make any promises, but I'll try."

"That's all I can ask," said Harry, giving him a grateful nod before walking out of the lab.

Now that he'd handled that particular errand, it was time for the next course of action. One that he'd been putting off for far too long. It was time for him to face the situation head on.

It was time to talk to Peter.

* * *

"Are you sure you want to come along, MJ?" asked Peter. "I really can't imagine this going well and I wouldn't want you to get caught in the middle of it."

The red-head gave him a look that clearly declared he was being an idiot if he thought she was going to change her mind. As sensational, amazing, and spectacular Mary Jane was about finding out his secret and even stating she wanted to risk everything to stay with him anyway, she was certainly unafraid to tell him when he was doing something dumb. And in her opinion, asking her to stay behind while he went to talk to Harry qualified.

He could sort of understand why she might feel that way. Even after she broke up with Harry, she was still his friend. Just like Peter wanted to still be his friend. And she knew that Peter had been trying to talk to Harry ever since the night Mary Jane was kidnapped by Doc Ock. And now that Harry was finally letting Peter near him again, she was determined to be a supportive friend and girlfriend respectively by coming along to make certain they worked things out.

She might, however, have been more hesitant about joining the upcoming conversation if she knew the entire story about why he needed to talk to Harry. It wasn't that Peter wanted to keep more secrets from Mary Jane. He just didn't know how to explain everything without it turning into a disaster or risking the possibility of denying a dying man's last request. Because if he told Mary Jane about Norman Osborne, she would tell Harry.

Hesitantly, Peter knocked rang the bell. Mary Jane gave him an encouraging look while he simply tried to figure out how to handle the coming conversation. After a moment, the door opened to reveal the familiar white-haired butler.

"Hello, Bernard," said Peter. "Is Harry here?"

He nodded and remarked, "He is indeed at home. And he has been expecting you, Mr. Parker. If you and Ms. Watson would follow me, I'll show you to the study."

Both Peter and Mary Jane had been inside before, though not nearly enough to completely memorize the layout. Before, Harry had tried to distance himself from the wealth of his family enough so that he could interact with his friends without standing out too much. And after, Harry was too wrapped up in his rage and misery about his father's death to socialize much with them. So they let Bernard lead them through the large and expensive home of the young man who may or may not still want to kill Spider-man.

That was the issue that he didn't know how to discuss with Mary Jane. Harry knew who he was now. He'd found out that night when Doc Ock dragged Spider-man to the study. Harry knew that his best friend and the masked figure he hated most were the same person.

Mary Jane knew that Harry had learned Peter's secret and that he didn't react well to the news. That was all that Peter felt safe revealing at the time. And Harry made it pretty clear to everyone in his social circle that he personally believed that Spider-man killed Norman Osborn. But Peter knew that Mary Jane didn't believe that. She didn't believe that he would kill anyone, especially not the father of their friend. She probably assumed that it was a misunderstanding and that they could sort it all out now that his secret identity wasn't so secret.

The problem was that he was at least a _little_ responsible for Norman's death. If they hadn't been fighting that night, Norman would have lived. But if Norman lived, a lot more people would have died by the Goblin's actions. And that was the point. He couldn't tell Harry that his father was the Green Goblin. Not only would it destroy the memory of his father, but it would also go against the final wishes of Norman Osborn before he died. There was still a small enough shred of humanity in him during those final moments that Peter wanted to respect his last request. And Peter couldn't tell Mary Jane because she would insist on tell Harry.

The whole thing was just a mess and Peter knew there was no escaping it.

The study was almost exactly how it was the last two times Peter was in it. Of course, those last two times was when he was bringing Norman's dead body home, all hints of his Goblin identity removed, and when Doc Ock delivered him as a prize. So Peter didn't have a lot of fond memories of the location. He spotted Harry sitting on the same couch near the balcony, not drinking for once and certainly aware of the memories connected with that specific spot.

"Thank you, Bernard," said Harry in a neutral tone. "If you would give us some privacy, that will be all for the time being."

"Very good," he nodded before closing the door behind him.

Peter felt incredibly uneasy about the situation. It wasn't that his Spider Sense was warning him of impending danger. It was just his normal human nerves. He knew they needed to address the situation and he'd been trying to talk to Harry for quite some time. But now that the moment was here, he was nervous.

"I wasn't expecting you to come with him, Mary Jane. Though perhaps I should have," said Harry, still maintaining a neutral and emotionless tone of voice. "She did run away from her wedding to be with you."

Peter saw Mary Jane blush out of the corner of her eye. She didn't regret choosing him, but she did regret the fact she waited until the last minute and broke another man's heart at the altar. It wasn't exactly fair.

Harry looked towards Peter and asked, still in a very neutral voice, "What does she know?"

"I know he's Spider-man," said Mary Jane. "I know he saved me and others multiple times. And I know that the two of you have been best friends since high school. So I know you'll find a way to work this out."

"Yes, he's Spider-man," Harry nodded, looking towards Peter with an intensity that made the young man uneasy. "My best friend and the one I trusted for so long, the one who heard every threat and promise I made to destroy Spider-man for what he'd done, is actually the man I hated most." Gesturing towards the couch he was sitting on, he continued, "He's the one I saw placing my father's lifeless body right here. He's the one that I spent so much time loathing for what he did to my family that night."

"Then you know he didn't kill Norman," said Mary Jane, crossing her arms in front of her. "I mean, it sounded crazy when you were just talking about Spider-man. When has he ever done anything except save people? But can you honestly say that you think that _Peter_ would do something like that?" She glanced towards her boyfriend and said, "Tell him, Peter. It wasn't your fault Norman died."

Peter closed his eyes. He couldn't do it. He didn't stab Norman Osborn in the guts, but that didn't mean it wasn't at least partially his fault. He should have found a way to stop the man before it came to that. He should have found a way to save Norman from himself.

Spider-man was supposed to _save_ people. It was what he did. But he couldn't save Norman from the insanity that consumed him and drove him to become the Green Goblin. And he _was_ insane at that point. Even his fury at the threats and attacks on innocent people wasn't enough to blind Peter to that fact. He couldn't save the man from his own self-destructive behavior. And he couldn't save Dr. Octavius from his sacrifice to stop his creation and redeem himself. But at least with the latter, he chose his fate at the end.

"Peter?" said Mary Jane, her voice now tinged with uncertainty.

"I'm only going to ask this once," Harry remarked, his neutral tone finally gaining a bit of an edge. "Peter Parker, I want you to tell me what happened that night. What exactly happened to my father the night he died? And don't lie to me."

He opened his eyes and looked at Harry. His best friend was staring at him, almost glaring with the intensity of his gaze. His Spider Sense still hadn't gone off, but Peter still didn't feel that confident. He couldn't lie to Harry, but he couldn't tell him about Norman's second identity. He was trapped between two impossible requests: don't tell Harry and tell Harry the truth. No matter what he did, his best friend would hate him and probably try to lash out at him. And Mary Jane would either get caught in the middle or end up believing the worst possible scenario. There was simply no way to win.

But he had to say something. He had to try and find something he could tell Harry. Something that was the truth without violating Norman's final request.

"It was after Green Goblin dragged me away from the bridge. After I saved Mary Jane and those kids from falling," he said uneasily, running a hand through his hair nervously. "It happened so fast. Too fast to stop. And… I don't really know what to tell you, Harry. I didn't kill Norman Osborn. At least, not directly. It was mostly an accident, but someone would have been killed either way. I didn't even know Norman Osborn was there until it was too late to do anything. But it is still my fault that he's dead. I'm sorry. I'm so sorry."

Harry kept staring at him, his expression blank. Normally Peter could tell exactly how he was feeling, but he just couldn't this time. Mary Jane, however, was a little easier to read. She was a combination of surprised, sad, and sympathetic.

"Do you have anything else you want to say?" asked Harry is a quiet, tight, and intense voice.

Peter shook his head regretfully, "I can't apologize enough for what happened. I wish that things were different. I wish that there was some way to fix everything. I'm so sorry, but there's nothing else I can tell you that would make things right. I wouldn't be surprised if you hate me, Harry. I wouldn't blame you. I never wanted anyone to be killed because my actions."

He never wanted anyone to be killed because of his actions, but Peter couldn't help noticing that it kept happening. He never wanted Uncle Ben to die, but he didn't stop that thief from escaping. He never wanted Norman Osborn to die, but he jumped out of the way of sneak attack and the man was hit instead. He never wanted Dr. Otto Octavius to die, but he let the scientist handle the out-of-control experiment while Peter saved Mary Jane. He kept trying, but people kept dying.

"Is that it, Peter? That's all you're going to say? You think that's enough?" asked Harry, standing up from the couch and approaching him and Mary Jane. "I'm surprised at you. I expected something more from you."

Mary Jane took a step forward and asked, "What did you expect? For Peter to say he killed Norman Osborn in cold-blood? Because even if we don't know everything that happened that night, I trust Peter _and_ Spider-man enough to know that something else must have led to his death."

While Peter did appreciate the defense, he wasn't certain that he deserved it. Even after all the lies he told her and after everything that happened to her because of her presence in his life, Mary Jane still believed in him. And some days he was thankful for that confidence and trust. But when facing his best friend about the death of his father, it just made him feel guilty.

"What I _expected_ was for him to at least attempt a 'Star Wars' moment," said Harry. "It would be the perfect opportunity and certainly be closer to the truth than when Obi-Wan tried it on Luke Skywalker."

The sheer randomness of that statement, still spoken in the fairly neutral and emotionless voice, only managed to confuse Peter and Mary Jane. He found himself exchanging looks with his girlfriend, each one searching the other for answers. When it became clear that neither one knew what their friend meant with that sentence, they turned their focus back towards Harry.

"I'm sorry, but what are you talking about?" Peter asked.

Harry shrugged, "When Obi-Wan told Luke that Darth Vader killed his father. Remember?"

Peter began to have an impossible idea start to crawl around the back of his mind, but Mary Jane was clearly still confused. He brow furrowing, she tilted her head and stared at Harry like he'd gone completely insane.

"I don't understand," she said. "What does Star Wars have to do with anything?"

"Come on, MJ. I know you've seen the movies at least once. Darth Vader didn't kill Luke's father. Darth Vader _was_ Luke's father. Of course, Darth Vader was actually alive, so he didn't _actually_ kill him, but still…" explained Harry, a hint of some type of resignation and wryness finally crossing his features. "Peter _or_ Spider-man should have just said that the Green Goblin killed my father. It would certainly be more accurate than Obi-Wan's explanation in the movie."

For a moment, she just looked more confused by his words. Then realization seemed to strike the young woman. She wasn't an idiot, after all. She was smart enough to make the connection.

"Wait, are you saying that…?"

"My dad was the Green Goblin? Surprise, surprise," said Harry with a very sad grin. "It actually explains a lot when you think about it."

"You knew?" Peter asked.

"Not the whole time," said Harry. "I just found out recently, not long after I learned your secret."

"Your father was the Green Goblin? The man who attacked the parade?" Mary Jane said, still looking rather stunned. "Put Aunt May in the hospital? Threw me off a bridge? It was your father?"

Harry nodded, "I'm afraid so. I found his secret stash of Goblin gear." He pointed towards a rather large mirror across the room. "And… I was forced to really think about everything. The kind of man Norman Osborn truly was. The kind of man Spider-man… _Peter_ was. And whether or not revenge for the death of my father was worth the cost of my friend." He shook his head tiredly. "It was a harder decision than I thought. I've been angry for a long time, Peter. I wanted to do a lot of bad things because of that anger, but I always thought it would be all right as long as the person I wanted to hurt deserved it."

The blank expression was completely gone by that point. Harry's face was far more open and honest now. Peter could see that he was frustrated, unhappy with what he was dealing with, resigned, and regretful of the past. But there was no anger. No hatred. There was just Harry, his best friend who was facing a difficult truth.

"But you don't deserve it. You're my friend, Peter. And I loved my father, but he was a murderer and very dangerous near the end. I know what he did as the Green Goblin. And his actions led to destruction. Whatever happened between you and him that night, it wouldn't have happened if he wasn't the Green Goblin. It wasn't your fault he died. He's the only one to blame."

"I jumped out of the way," said Peter quietly, speaking almost against his own will. "He activated his glider and tried to stab me in the back with it. I jumped out of the way and it hit him instead. I didn't mean for it to happen. I didn't plan it that way. I just reacted and he ended up… All he asked before he died, when he almost sounded like himself again, was that I don't tell you. He didn't want you to know what he became. And I didn't want you to remember him that way either."

Harry took a deep breath. As he let it out slowly, he seemed to relax a little. It seemed like the months of stress and fury he'd carried around with him since that night was falling away. He looked almost like he did back everything. He looked like his best friend again.

"Thank you for trying to protect me, Peter. I'm sorry that I took it out on you. And I know you were just trying to do what you thought was right," he said. "Any more secrets we should talk about?"

"Sorry, I think we've covered most of them."

"Good," declared Mary Jane, her expression clearly stating that she intended to lighten up the oppressive and serious mood of the room. "Now that you two are talking again, things can get back to normal. Or at least as normal as our lives are going to be with our masked superhero in the room."

Harry nodded with a weak smile at her words. Then he stopped, gaining a thoughtful look. Peter was about to ask what he was thinking about right before Harry broke into a fit of rather loud laughter. It left Peter and Mary Jane once again staring in confusion as their friend continued laughing for several moments without pause.

"I just realized," said Harry when he at last caught his breath again. "Your boss, Jameson? He's been paying you to take pictures of yourself this entire time. He thinks you're doing the impossible by getting pictures of Spider-man, but you are literally just taking pictures of yourself."

**Notes for the Chapter:**

> Yes, Dr. Michael Morbius is from the comics. He is normally known as Morbius the Living Vampire. No, he will not turn into the science-based pseudo-vampire in this story. Sorry. But at least he made an appearance. That's something right?
> 
> And Harry has made his choice. He has decided how he's going to handle the issues of "Dad was the Green Goblin" and "Spider-man is Peter Parker."


	6. Safe

Today was a good day. She'd avoided the more dangerous hunters that lurked on the streets, though a few had looked at her with a vicious glint in their eyes. She'd collected enough lost pennies over the last few days to buy a small bottle of milk, a cold treat that she rarely managed to enjoy. And she'd found a half-crushed package of chocolate chip cookies that she easily slipped into her oversized pockets. And it wasn't raining and the heat wasn't too intense yet. She was certainly having a good day.

With her newly-gathered supply of snacks, she decided to take it somewhere safe to eat. And though she still didn't trust the idea of having a pattern of movements, she actually had a place now that she considered safe that she could use to retreat and hide. She didn't go there every day and she didn't follow a regular pattern of when she did withdraw there. But she did go fairly often.

She scurried across streets, down alleyways, and around dumpsters and other obstacles. The young girl didn't slow until she drew near her destination. She didn't slip through the hole in the fence until she was certain no one was watching from some hidden corner. She'd agreed to keep his secret. That meant making sure no one ever followed. She didn't relax until she was scurried to her concealed hole in the wall of the warehouse and wiggled through.

Once inside, still hidden by the rubbish and crates stored in her corner of the building, the girl truly relaxed. No one would bother her now. The only person she'd have to face would be the man with goggles and his metal snake-arms. And somehow, for some reason that the girl couldn't completely explain, she felt he didn't intend her harm.

Peering around the obstacles, the girl spotted the man working on something on his makeshift work table. He'd been working on a variety of projects every time she visited. He'd fixed up things in the bathroom, though she didn't know the details. She stayed closer to her escape route, not wanted to get cornered. But she'd heard him talking about it to both the metal arms and her. And she'd seen him come in and out of the room across the building with tools, plumbing parts, and lots of dust. He'd rewired things enough to have electricity and lights in the building. He'd also worked on painting some of the windows black or draping heavy curtains that could block out the lights at night so no one realized the abandoned warehouse was occupied. Gradually the man was making the place more habitable.

The man was putting something together on his work station. The metal snake-arms were flitting around him, sometimes holding or handing him whatever he needed for his current project and sometimes straightening the rest of the area of assorted scavenged electronics and gadgets. They moved in interesting and serpentine ways, the girl always finding it entertaining to watching them. They were unlike anything else she'd ever seen.

One of the metal arms turned in her direction briefly and obviously caught sight of her. The other three instantly abandoned their work to look in her direction. The man didn't turn away from whatever he was busy with, but she saw a ghost of a smile cross his face. The girl wasn't completely certain how it worked, but the metal arms could communicate with each other and the man. What one of them saw and knew, they all did.

"Hello, Kitten," he said, still looking at the mess of wires and metal in front of him. "Are you hungry?"

She nodded, knowing better than to turn down the offer for food. No one could see the future, so there was no way to know when her next meal might be if things went badly. He gave a short nod and one of the metal arms pulled out a battered cooler he'd apparently found somewhere. The girl smiled as the claws delicately opened up the container and picked out an apple. The arms extended towards her and the child took the offered treat, biting into it and enjoying the delicious flavor.

She didn't mind getting close to the metal arms. Machines and metal contraptions never screamed at her, never cut her, never bruised her, and never harmed her. And even if they were the only machines she'd met that could actually think and move on their own accord, she knew they wouldn't hurt her like people did.

The goggle-wearing man was human. He seemed friendly and didn't seem dangerous. He gave her food and let her hide in the warehouse. And even if the bruises had faded, she remembered how hurt and tired he seemed that first day. Part of her felt he didn't intend her harm, but the rest of her didn't want to get too close. There were very few adults, very few _people_ that she could completely trust. She didn't know if he was like Old Myrtle or if he'd be like everyone else in the end. She wasn't ready to risk losing caution towards him completely yet. She did, however, hope he was different.

She did like how he called her "Kitten." It was nicer than some of the things she'd been called. He treated the term as if it was a compliment. And she liked cats. They were smart, quiet, and fast. Those were traits that helped them avoid trouble. It was a pretty good name.

She did wonder sometimes what his name was. She wouldn't use it, even if she did know it. The compulsion and desire to speak just wasn't enough to overcome her silence. Noise never helped her. It only made things worse. But it might be nice to know. Maybe she would find out someday.

As she finished chewing on the apple core, the girl started to creep around the edges of the warehouse. She wasn't hiding behind the wooden crates for protection today. She was going to be a little bolder than that for once. It was about time she tried it. But she made sure to stay out of range of the man. The metal arms could reach her, but not him. Her courage and foolhardiness had their limits.

The man looked up finally when she was directly in front of him, peering at her through the dark goggles, and asked, "And what are you up to, Kitten?"

She smiled slightly as she pulled out the half-crushed package of cookies from her oversized pockets. Because he always shared his food with her, it was only fair to return the favor. It wasn't much, but at least it was something. The snake-arms clicked at her, the claws opening and closing a little as they looked in her direction.

"So you want to share? You know you don't have to, don't you?" he said.

The girl nodded as she tore open the package. She pulled out a handful of pieces and crumbs of the chocolate chip cookies. With her portion in hand, she extended the rest for the metal arms to take.

As the mechanical limb transferred the package from her to the bemused man, he said, "Well, thank you. I guess it wouldn't hurt to have a few cookies."

Stepping away from his work station, he took a bite out of a larger fragment of the cookies. He blinked in surprise, but seemed rather pleased with the taste. She understood the reaction. She liked this particular type of cookie because not only were they delicious, but they didn't easily go stale. The only problem with them was that they were squashed enough that most people wouldn't buy them, so stores got rid of them eventually.

As they stood around chewing on the scavenged cookies in the middle of the warehouse, she felt relatively safe. She liked the feeling.

* * *

Dr. Curt Connors watched his last class of the day trickle out before walking over to his desk, practically collapsing into his chair. Summer classes generally drained him more than normal classes even though there were fewer students. He suspected it was merely the strain of cramming so much information into such a short time span. By the end of the day, he usually struggled to drag himself home to his wife and son. He always ended up exhausted.

Looking at the stack of papers and hoping that his teaching assistant would be able to handle them quickly, Curt found himself rubbing his temple with his left hand. That was the first thing new students noticed, the first thing the blunter ones would ask about, and the first thing that people would say when describing him. He was the professor with only one arm.

Ever since that car accident, it was his main defining trait. And even as he grew more familiar with living with the loss, he couldn't completely forget or accept it. He just couldn't move on. Not really. There was a reason that he'd been spending so much of his time trying to use his minor in biology to find a solution. Science had the potential to do almost anything if the scientist refused to give up.

That thought brought to mind an old friend, one who never gave up on his plans to use his genius to improve the world. He was a truly brilliant and determined scientist. He even ended up as a topic of a paper for one of Curt's intelligent and regularly absent students. Curt always admired Otto Octavius and his work. They'd been friends since college. He and Martha even went on a few double dates with the man and Rosie back in the day. But he couldn't forget what became of his friend. A destructive failure, the death of his wife, the damage of being fused to his creation, insanity, attacks on the city, and then death. Dr. Octavius was lost, a distant memory long before the demise of Doctor Octopus.

Part of him wondered if he should take it as a sign to be cautious with his work. Otto was so confident in his experiment that he set it up in the middle of the city and attached mechanical arms with rudimentary AIs to his nervous system. And everything went wrong. Curt couldn't help the small flicker of doubt that he was courting a similar disaster.

Then, as he stared longingly at the empty space where his right arm _should_ be, he decided he was being foolish. His project and circumstances were completely different than those Otto faced. A fusion-based energy reactor was more volatile and dangerous than a little biological manipulation. And even if his degree was in physics, Curt at least studied biology. Otto didn't specialize in programming and software, so it made sense that the AIs connected to his brain didn't end well. Then there was the intense pull of his reactor on the surroundings and the electrocution, both of which would not be an issue for Curt's experiments. He didn't have to worry too much. No matter how badly things might go, Curt's work couldn't end up as chaotic and destructive as Otto's.

Curt started to straighten his desk a little, feeling reassured by his logical analysis and some of the drain of his long day lessening. He could handle the challenges of his life. And he couldn't give up on the possibility of achieving success. He was so close. He could feel it. With a little more time, he would succeed.

He wasn't doing it for fame. That wasn't what he was looking forward to the most out of all of his work. The attention he would receive when he published his work was barely a footnote in his mind. It was the ways it would revolutionize the world, the healthcare and futures of those it would help. It was how it would return his life back to how it once was. That was the goal that kept him moving forward.

Besides, he thought with a wry smile as he stood up once again, what was the worst that could happen from devising a method of using the regenerative capabilities of lizards to re-grow lost limbs and other damage?

* * *

She knew it was getting late, though the longer days of summer meant there was still light in the sky. She was getting tired and her feet hurt. She knew it was time to start looking and thinking about her options for a safe spot for the night. The girl knew a few places she could try, tucked out of sight and usually unoccupied by others who wandered the streets. Finding a good place to sleep was sometimes difficult, but she usually managed.

Until then, the girl walked through the dwindling crowds. She kept an eye out, watching those around her just in case they were dangerous. Constant movement, avoiding attention, and always watching her surroundings were all important to survive the streets. She had to watch those around her. She had to make sure they didn't get close with a dangerous gleam in their eyes or a predatory posture. She had to look at each and every face to—

 _No_ , it couldn't be. She froze as she caught a glimpse of a man stepping out of a corner store, his face instantly igniting memory. She couldn't let him see…

" _Stupid girl," an angry voice snarled as a hand moved nearly too fast to see. "Always in the way."_

She staggered back from the screaming memory that consumed her mind, the ghost of a slap making her face ache. No, she could let him see. Couldn't let him notice. Couldn't let him find her. Couldn't go back.

" _Shut up," he yelled as she whimpered, unable to completely stop the pained tears._

Had to run. Had to escape. Couldn't go back. Couldn't let him drag her home. No, not him.

_A deep bellowing voice or the higher pitched shriek. It didn't matter in the end because both were filled with fury. Both blamed the other for her presence, for her existence, and for whatever she'd done to attract their attention this time._

He turned down the sidewalk, turning in her direction. He didn't see her yet, but he was walking in her direction. The girl finally forced her frozen body to move, trying to escape the memories and the man alike. She stepped back, turning around. And she walked back the way she came.

_Pain and aches from past moments of fury blossomed anew as she was shoved against the wall. It was bad the first time when she'd just angered the screeching woman, but she told her husband when he returned home and he was adding his disapproval. She wasn't even sure what she did wrong this time. Only that they were mad again and it hurt._

She couldn't run. Not yet. Running attracted attention and he was too close. She couldn't risk attracting his attention. She wasn't even sure if he'd want her back. He made it clear in the past that both of them wished she never existed. But she couldn't risk it. She couldn't risk being forced to go back. So she fought through the blinding and overwhelming ghosts of the past while keeping a slow and steady speed.

_Bruises of all colors were painted across her. Some were dark and fresh, purple and blue shades. Others were healing, turning yellows and greens before they completely faded. What was new was the pain in her arm. She'd barely been able to move it without intense pain when she woke up. She didn't want to say anything, but a frustrated screech finally made her show the problem. The girl was surprised by the moment of gentleness when she wrapped up the child's arm, adding a stiff piece of wood to keep it straight until it healed. She wasn't surprised that even a broken arm didn't involve a trip to the hospital. Doctors notice things, just like teachers._

She kept moving until she reached an alleyway. But the instant she turned down it, she broke into a run. She had to get away. She couldn't go back. She couldn't let them. The girl ran, not sure where she was running towards. She was too busy drowning in memories.

_Stay quiet. Don't make a sound. Stay out of their way. They were happy together, but angry when she got in the way. As long as they didn't notice her, she wouldn't be hurt for the moment. But pain would come again. Adults always lead to pain eventually. And that included her parents._

She ran. She didn't pay attention to where. She just ran. All she knew was that she was trying to escape to somewhere safe. She wanted to be safe. She had to get away from her father.

* * *

Broken and flawed pieces of technology, obsolete versions, and even random fragments and wires were collected from the dumpster behind a computer store over time. Anything he couldn't scavenge, he tried to buy cheap. Even with his stash of stolen money still safely hidden from any casual discovery, it would eventually run out. He needed to make it last until he could figure out something better. So that meant cobbling together something rather than buying top-of-the-line equipment.

Otto wasn't an expert at building computer systems. He'd consulted with others on the design and programming for the actuators, though he did the work and a lot of the final designing himself. But he wasn't an expert at building a computer from scraps. But he wasn't a professional plumber of electrician either and he managed to figure it out. A little time, experimentation, and careful thought on how to adapt his available resources and he might make it work.

" _getting late, getting dark, close curtains_ ," chattered Flo.

He blinked in surprise, just now noticing how late it was growing. He'd been too focused on trying to fix a faulty motherboard. He should have seen the growing shadows, especially through his darkened goggles. But he'd been looking through Mo's cameras while working, barely even realizing he'd been doing so. Otto knew he'd grown accustomed to the actuators and yet it still surprised him sometimes how natural interacting and using them felt. And it caused worry to prickle at the back of his mind, making him wonder if he was starting to slip back under their influence.

" _need to close curtains, can't let people see light, hide_ ," she chirped urgently.

"I know," he muttered. "You and Mo can reach the closest. We'll handle the rest in a minute."

Otto set his in-progress project aside as the pair of actuators stretched up to drag the patchwork pieces of thick fabric into the proper position. As they extended to their full length, the man adjusted his footing in order to maintain his balance as they moved high above. The weight didn't change, but the way it was distributed did and he had to compensate. There was a reason it was easier to accomplish more impressive and swift movements with the actuators when Larry and Harry were supporting and bracing him. It provided both height and stability.

As the lower actuators boosted him to reach the rest of the windows, Otto's attention was grabbed by movement. He and Flo turned to focus on the movement while Mo hurried to yank the coverings across the windows. Looming above everything gave him a clear view of a small shape hurrying through the hole in the wall. It was a familiar little figure.

"Kitten? What are you doing here so late?" he asked.

She jolted, looking up in surprise. Otto realized this was the first time she'd seen Harry and Larry supporting him so that he stood at his full height. Most people found it at least a little intimidating. The instant the windows were covered, they lowered him back to the ground and he hurried towards the cluttered corner of the warehouse. Flo darted ahead to check on the child, her camera feeding images instantly into his head before his own eyes could get a good look at her.

" _girl upset, girl scared, not hurt, scared_ ," clicked the actuator.

Wide eyes, shivering, and rapid breathing certainly supported that assessment. She looked even more anxious than she did the time the actuators grabbed her. Something truly upset the child enough to send her running to the security of the warehouse.

"What happened?" he asked gently.

She didn't answer, which didn't surprise him. She was half-curled into a ball, her back pressed defensively against the closest intact crate. Her eyes kept flickering between him and the various actuators, the child looking positively hunted. Something clearly happened to her. The only good thing was that there didn't seem to be any sign of physical damage to her.

Flo chirped at her, not quite touching her yet. The girl didn't brighten at the sound like usual. Otto dragged a hand tiredly over his face. How was he supposed to handle this?

Larry chattered, " _girl scared, make feel safe, keep safe, girl stay_ "

" _could bring trouble_ ," clicked Harry. " _don't like it_ "

" _too bad_ ," Flo hissed, briefly glaring at the actuator before turning back to the girl. " _Kitten stays_ "

" _maybe ask first_ ," chirped Mo. " _fighting pointless, Father decide, girl decide, not us_ "

Otto shook his head briefly, trying to banish the arguing voices in his mind enough to think. The girl watched the actuators and man, some of the wildness in her posture easing due to confusion. He kneeled in front of her, placing them at similar heights for the moment.

"All right, let's be fair about this," he said. "I've been calling you 'Kitten' lately, but I never really asked if you mind. Do you want a different name?"

She stared at him silently. Confusion was now stronger than fear. Eventually she shook her head cautiously.

"So you're all right with that being your name for now?"

The girl nodded, looking slightly more confident about her answer. Otto smiled encouragingly at her.

"Since we've settled on your name, I suppose it would only be fair to share in return," he said. "My name is Dr. Otto Octavius."

There was no reaction, no sign of recognition at the name. Of course she didn't realize the importance of his identity. If the four actuators on his back didn't alert her to the horrors of his past crimes, then there was very little chance she'd know that Dr. Otto Octavius was Doctor Octopus.

Gesturing towards each individual actuator in turn, he continued, "Their names are Harry, Larry, Flo, and Mo."

The girl waved shyly at them, prompting a few chirps from Flo. Larry opened and closed his claw in an imitation of waving back. The gesture managed to provoke a weak smile in response.

"That's better," he said as he straightened back up. "It always seemed polite to have proper introductions before inviting someone to spend the night."

She blinked in surprise, but he didn't give her a chance to argue. Not that the silent child would actually argue, but running was always a possibility.

"I have an extra blanket you can use and we can set up somewhere to sleep wherever you want in here," he continued, gesturing towards the large room in general. "No one will find you here. No one will bother you. You'll be safe."

The girl glanced between Otto, the actuators, and the hole in the wall. Her gaze flitted back and forth, but she seemed more thoughtful than frightened. And the longer she considered his words, the more she seemed to relax. The fear was slowly dissolving.

Eventually, she nodded and climbed back to her feet. Flo chirped and tugged at her jacket, pulling the girl forward. Kitten let herself be led around by the actuator. Otto suspected she'd be gone by dawn, but at least she might feel safe and secure for the night.

**Notes for the Chapter:**

> Yet another familiar face joins the cast. But it is to be expected. Dr. Curt Connors is Peter's physics teacher and was a friend of Otto. I had to at least bring him up once. And he's working on his arm-regenerating formula. Of course, if you're a fan of the comics, cartoon, or the newer pair of films, you know that it doesn't exactly work out for him. What is it with comic book characters and causing life-altering disasters with science?


	7. Possibilities

He never heard his brother approach until he was right behind him, Roderick placing a hand on his shoulder and startling his twin. Daniel always hated how stealthy and sneaky his brother truly was, though no one else ever seemed to realize it. It used to creep him out when they were children. And those traits continued to bother Daniel when Roderick slipped into his lab without warning.

"Daniel, have you been a busy scientist?" he said in an overly-friendly manner, the man a mirror image of his more nervous brother. "How are my newest special projects coming along?"

He reached for a stack of papers, knocking over a cup holding pens and pencils in the process. He was rather fond of the mug. Even chipped from various accidents over the many years, the mischievous little cartoon hobgoblin painted on the side was intact and clearly sticking a "kick me" sign on the back of cartoon man. Daniel remembered buying the cup on a whim back in college, thinking it was amusing and that he needed something to drink his coffee. Now he kept it for storage at his lab station. He needed that little hint of personality and individuality because Roderick seemed determined to smother it. And he couldn't stop his twin.

Shuffling through the pages anxiously, Daniel tried to find the relevant information for him. He never asked where his brother obtained the various plans, formulas, and even prototypes he would ask to be recreated. He didn't ask because Daniel was afraid of what the answer might be. Legality and common decency weren't really large concerns for Roderick. What he wanted, he got.

"The plans you copied for the glider, the concussion and incendiary bombs, the smoke and gas-emitting bombs, and the combat armor proved relatively easy to replicate and improve the designs," Daniel reported carefully. "The blueprints were very detailed and the mechanics were rather understandable for the engineers. It wasn't as complicated as Stark's arc reactors or his Iron Man suits, but they should still make an impression when you unveil them. The glider isn't quite as effective as Stark's repulsor technology, but it is close. And they're already working on copying the armor designs for combat in deserts rather than more tropical climates. The green shade would stand out too much."

" _If_ I unveil them," he said thoughtfully. "There might be a way to make better use of them. It is just a question of short-term benefit versus long-term. The previous purpose for them would certainly solve my competition problems in a unique fashion. It is worth consideration." Roderick nodded to himself before glancing back towards his brother and asked, "How are your efforts with the vial of formula going?"

Daniel glanced down nervously, flipping through the pages to buy some time. He already knew the answer since he'd personally worked with the substance while delegating the more technological projects to others. He was better with biochemistry than he was with engineering and mechanical work. And he recognized what the formula was intended to be, even if his brother didn't say anything when he delivered it. Daniel knew it was supposed to be a super soldier serum and did his best to work with it. He just wasn't certain how Roderick would handle the results so far.

"I've already identified and replicated the formula based on the sample provided," said Daniel cautiously. "But after the initial testing with lab rats, there does seem to be the problems you mentioned might be a concern. Most demonstrated increased strength, endurance, durability, and a heightened healing factor. But a few became more aggressive, acting insane at times. I've been trying to work on reducing those symptoms while also looking for difference in the rodents that might have influenced which ones reacted badly. But trying to adjust the formula might take years to complete."

"Years?" he asked, narrowing his eyes slightly. "That is unacceptable."

Daniel looked away and said apologetically, "If you want it to have any military or commercial use, then I'm afraid those are the facts. The possible side effects are too extreme to risk it and so far we have no way to tell which recipient will react badly to it. And that's not even counting the time it would take for the required trials on more lab rats and the later human trials, which we can't even consider until the current problems are handled. I'm sorry, but there is no way to speed it up. Not without great risk and ignoring all forms of legality, which would limit your potential customers."

Roderick was silent, but there was a calculating expression that made his brother nervous. Some people might underestimate the fashion designer. He was shrewd and had a strong will, but so many people still thought of him as a harmless man with a sense of style. Daniel knew better. He was smart, ruthless, proud, and somehow pragmatic and impractically self-centered at the same time. He was dangerous when provoked.

"What about adjusting the formula so it will work safely on at least one person?" asked Roderick.

Alarm began to hit Daniel hard. That question could theoretically be completely innocent, but he knew his twin. He suspected Roderick's plans were dangerous to everyone.

"I wouldn't risk it. This resembles the attempts at recreating the super soldier serum and they never work well," Daniel warned uneasily. "I remember the other reported attempts and what little is known about the original formula from Dr. Erskine. Almost all biochemists know something about it. They tend to be very personalized with their results, depending greatly on the recipient's physical and mental state. The exact effects depend on the person. And if you try it…"

"What? You think I can't handle it?" asked Roderick, crossing his arms. "You think that I'm not good enough for it to work?"

"I didn't say that."

"It will work for me. I deserve it. If _Norman_ could handle the effects of the formula, then I can certainly benefit from it," he snapped, making his brother jump back while purposefully ignoring the name Roderick mentioned. "He let himself get drawn into a petty feud with the costumed vigilante. That was his mistake. He took a useful tool for business and squandered it for personal reasons. I'm better than that. I'll use it to eliminate my competition without involving others, leaving loose ends. I'll use it to better handle my greedier black market contacts. I _won't_ use it for revenge or frivolous purposes. That's the actions of a fool and only leads to self-destruction."

As he always did when Roderick discussed more problematic topics, Daniel went into denial and tried to forget the details. He knew better than to remember it. He did whatever Roderick told him and tried to forget what he suspected about his twin's actions. Daniel was just another tool for the man, using all his skills, traits, and knowledge to assist his brother however necessary. He'd even impersonated Roderick in public a few times when he needed an alibi or simply to be in multiple places at the same moment. Whatever Roderick wanted, Daniel made sure he got it and pretended not to realize what was happening.

"Give me at least some time to minimize the risks," Daniel said quietly, resigned to what was coming. "I'll see what I can do to improve the formula."

He nodded firmly and said, "A little time should be all right. The rest of the equipment can be improved in the meantime." Then he smiled at Daniel in a friendly manner, making the nervous twin shiver. "I knew I could count on you, Daniel. You never disappoint me."

"I know better than to risk it," he said.

* * *

" _morning, Father should get up, need breakfast_ ," chirped Flo quietly in his head, pulling Otto reluctantly from sleep.

He didn't need to open his eyes yet and he wasn't willing to risk it either since he took the goggles off at night, the weight too much of a hindrance to sleep properly. Instead, Otto let the four cameras feed him the images of his surroundings as he tried to wake up properly. He wasn't always a morning person in the past and the actuators _didn't_ properly sleep, making it hard to fall asleep sometimes. Add in the fact his "bed" was a pile of old cushions, blankets, and scraps of fabric against a wall that managed to form a semi-reclined position where he added a pair of pillows as buffers between his shoulders and the metal actuators… and his reluctance to get moving in the morning became very understandable.

Flo and Mo fed Otto images of his own tired face as they looked towards him while Larry and Harry's cameras were glancing around the former office of the warehouse, keeping watch for possible threats. The space had been straightened up since he'd first moved in, emptied of trash and filth. Other than the cushions and blankets piled in the corner to sleep against, it was fairly empty. It was also the only part of the building that wasn't on ground level, making it even more difficult for someone to sneak up on them using the ancient and creaking stairs. That didn't stop at least one actuator from remaining on guard all night just in case, staring at the empty space.

" _morning, Father_ ," Flo repeated. " _get up, eat_ "

"All right, all right," mumbled Otto, reluctantly sitting up the rest of the way. "I'm awake. I'm getting up."

Otto pushed off his trench coat that currently doubled as a blanket while Mo gently pulled the goggles back on his face. With his light-sensitive eyes now suitably protected, Otto could open them and observe the world properly. Blinking tiredly, he then took on the tricky task of threading the actuators through the hole in the back of the trench coat so he could put it on. Clothing wasn't as simple now that there were several long pieces of metal fused to his spine. Shirts didn't really work and even coats were a hassle. Winter would be particularly unpleasant, bundling up against the cold being essentially impossible now.

Once he finished the necessary acrobatics to pull the trench coat on, Otto finally stepped out of the old office/impromptu bedroom. His various efforts to improve the warehouse were making it feel more comfortable and less like a temporary dwelling. The place certainly had electricity and running water now, but it was more than that. Through a combination of scavenged wood, repurposed old crates, and even a few pieces of furniture that someone tossed out that he'd repaired, Otto built a decent-sized work table that now supported his cobbled-together computer and the growing collection of tools and random cannibalized electronics. A little further away were a sturdy metal stool, a folding chair, and a solid wood crate with a blanket draped across it that served as a table. That was where he headed in a tired mental fog.

After his time making due with a battered cooler and such, Otto managed to obtain a mini-fridge similar to what college students might keep in a dorm room. There wasn't much space inside, but he could at least keep a few basic staples. Adding a cheap microwave opened a few more possibilities to the menu. While he still couldn't store or make anything elaborate in the pseudo-kitchen space, he wasn't depending on take-out for every meal either.

Pulling out a box of bargain-brand cereal, Mo set it on the table while Flo collected the cheap dishes and silverware he'd invested in. Larry retrieved the plastic cups and Harry grabbed the carton of milk from the mini-fridge. Otto was still too groggy to properly organize his thoughts for the complicated process of breakfast, so the actuators went through the preparations without much input. By the time he was sitting on the stool, the bowl of cereal was waiting for him.

"Kitten, are you still here? We have breakfast," called Otto as he reached for a spoon.

There was some quiet shuffling around at his words, but he already knew she was awake. She was a light-sleeper, going completely on alert and aware at the slightest sound. She would have certainly awakened at the noise of him and the actuators moving around. The only question was if she was still in the warehouse and the shuffling sounds were her way of answering, the girl normally too quiet and stealthy to make noise on accident.

Even after she stayed that first night, terrified of some nameless horror that compelled her to flee to the warehouse, Kitten didn't do things in a predictable fashion. She didn't stay every night just as she didn't visit every day. Sometimes she snuck out before he woke up. Sometimes she slipped inside during the middle of the night. And sometimes she didn't show up at all. But Otto checked in the mornings anyway just in case she was still around so she could have breakfast.

It was important to feed strays regularly so they would keep coming back, after all.

She crept out of the junk corner of random wires and broken crates, _her_ corner. The girl clearly felt safest with a few hiding spots and an easy escape, so Otto left that part of the warehouse alone as much as possible. From what she'd seen the few times he'd looked around when she wasn't there, Kitten took the offered blankets and built a little nest in one of the half-broken crates. While it wasn't exactly a proper bed, it was a step up from sleeping on the streets like he suspected she still did on the nights she didn't stay.

Otto waited patiently as she crawled out of her hidden location and scurried cautiously into the more open area of the warehouse. There was still caution in her movements and her gaze when she approached him, but far less than when he first met Kitten. And there wasn't fear or dread. Kitten still didn't get within arm's reach if she could help it, but she would easily get within the range of the actuators. They both knew the actuators could grab her if Otto really wanted her and she wouldn't be able to escape in time. The fact she didn't seem to care about that fact indicated either an extreme amount of denial or a small tendril of trust.

"Cereal?" he asked.

Kitten nodded. She curled up in the folding chair across from him, the improvised table serving as a barrier between them. Flo quickly placed a bowl in front of the girl.

"Still no milk in the cereal? Just the cup?"

She nodded again as Flo and Mo finished getting her breakfast ready. The first morning they prepared her a bowl of cereal with milk in the bowl, Kitten clearly wasn't happy about it. She ate it, hunger having long since taught her not to waste food, but he'd recognized a certain lack of enthusiasm. She just wasn't a fan of soggy and milk-saturated cereal. So he and the actuators proved dry cereal instead while she drank her milk from a plastic cup. As long as the skinny, scrawny child ate enough, what did it matter how she preferred her cereal?

As she crunched through the contents of her bowl, Otto couldn't help smiling a little. There was no pattern to when Kitten would show up or how long she would stay, but that didn't change the fact he was growing used to having her around. And he rather liked her company.

Kitten's continued presence did make him wonder sometimes about how he interacted with her. He didn't have much experience dealing with children, but he remembered how his parents treated him in nearly polar opposite ways. And neither one was that great.

Torbert Octavius was a cruel, drunken, violent man who held no patience or understanding for a shy and intellectual son, acting as if his good grades were an attempt to show off that he was somehow "better" than his factory worker father. And when Otto suffered from bullies, his father only added to the torment due to disgust. No son of his was going to be too weak to defend himself.

Mary Octavius, on the other hand, seemed loving and nurturing in comparison to her husband. She even tried to defend her son's intellect to her husband, though insulting the work of manual laborers didn't really help soften his temper at all. She pushed her son towards academic excellence, but there was a dark side to her treatment of Otto. Especially after Torbert's death, and even before technically, she used emotional manipulation and guilt to mold, control, and isolate him from outside influences. Otto didn't even realize what she was doing until years later, but she actually continued it until she made the mistake of commanding Otto to break up with his new girlfriend in order to take care of his mother instead. It was a difficult choice, but Otto never regretted choosing Rosie and walking out of that house.

The point, however, was that neither of his parents treated him in a healthy manner. And other than Curt and his son, Otto rarely saw a proper adult-child interaction that wasn't similarly dysfunctional. There were multiple reasons why he and Rosie never had children before her death, with his work being just one of the more obvious ones. But he'd been concerned that he may inadvertently repeat his parents' actions on a new generation. And though Rosie reassured he would never be like Torbert and Mary Octavius, they had decided to wait. Then it was too late.

But so far, he felt relatively confident about how he was getting along with his stray. He might be a supposedly-dead criminal with homicidal actuators fused to his back and yet Otto knew he wasn't treating Kitten as badly as his parents or possibly even hers, based on what he'd guessed so far. She was safe, fed, and increasingly comfortable in his presence. Even with no idea what he was doing and uncertain about the future, the girl wasn't facing physical violence or emotional manipulation. While he couldn't exactly label the situation or the relationship towards the small child who occasionally stayed with him, Otto could take a small amount of comfort from the fact he wasn't repeating the same mistakes as those who raised him. He was better than that when it came to taking care of a child.

That was something he'd never expected or considered. And perhaps if he had taken a chance years ago, then he might have changed everything. He might have a family.

"Rosie would have loved you," he said quietly as he watched the girl.

Apparently not quietly enough since Kitten looked up, staring at him questioningly. Otto just smiled wistfully and shook his head.

"Never mind. Just a small regret about what will never be."

* * *

Mary Jane threw another kick just as the instructor called a brief time out, all the students relaxing thankfully (or collapsing tiredly to the padded floor in one case). Breathing hard, she pushed a few strands of sweat-soaked hair back out of her face. This particular instructor was infamous for going hard on even the newest students, pushing them to their limits. Several people took the class out of a desire to lose weight or gain a bit more muscle tone only to limp out in pain. He treated every class as if they needed the skills immediately to save their lives. And that was exactly why Mary Jane signed up.

She was dating a costumed superhero. There was no denying it. And even before she started dating Peter, she was kidnapped by two dangerous criminals to use as a hostage and attacked by a gang in an alleyway. There was a _reason_ he'd been afraid to start a relationship before. She would be a tempting target for any enemy of Spider-man should they learn the truth. The kidnapping and villain attacks could only grow worse. She knew the dangers of dating Peter and accepted them, but that didn't change the fact that she was now the biggest damsel in distress target in the entire city. There were definitely more kidnapping and murder attempts in the future.

But Mary Jane wasn't going to stay a helpless victim.

She knew what her future held, so she would prepare for it. Kick-boxing and Krav-Maga lessons were added to her schedule. Eventually she might need to narrow it down to just one fighting style, especially if her time and finances became too tight, but she would have to wait to see which worked best for her. She already added a can of pepper spray to her purse and a smaller one to her keychain. She was still debating the merits of a tazer alongside her other preparations, but Mary Jane suspected she would ultimately get one. It paid to cover all her bases.

She took a quick drink from her water bottle as she listened to the latest directions for the new move. Peter might have strength, the ability to spin webs and stick to walls, and some difficult-to-explain Spider Sense thing, but Mary Jane refused to be helpless just because she was normal. She refused to be useless and powerless. And she wasn't afraid of hard work. That same determination that earned her roles in plays would ensure she developed the necessary survival skills to date a superhero.

"All right, now that we're warmed up with something easy, let's really get into it," announced the instructor.

While a few people groaned at the announcement, Mary Jane just tightened her short ponytail and smiled. She could do this. She could make this work.

Peter fought villains in the past to protect her. And she knew he would put her safety before his happiness, even if that meant someday breaking up if the danger seemed too great. She knew Peter would do it. That meant Mary Jane would have to ensure the threat never grew that extreme. She loved him. Surely she could fight to make their relationship last? And if that meant learning to fight literally, so be it.

At the instructor's command, she threw a swift kick that would someday be strong enough to knock a man to the ground. Mary Jane flung herself into the rhythm, imaging the faces of anyone who ever doubted, underestimated, or belittled her abilities as her target. Future kidnappers wouldn't know what hit them.

* * *

"You have something already?" said Harry, barely stepping inside the lab before receiving the surprising news.

"It wasn't easy, but I was highly motivated, Mr. Osborn," Morbius said, looking paler than the last time they spoke and yet triumphant. "The sample and the previous reports you provided were very helpful, but I still needed to go back to the original formula in order to figure out why it interacted so badly with the subject's mental health in some cases. I doubt that anyone would be able to completely eliminate the risk of possible side effects without greatly reducing the desired results in the process, but I did reduce the frequency and severity of those side effects in the lab rats. Now they would almost be considered to be at an acceptable risk level for the next stage of testing."

Harry couldn't help being impressed. It was one thing to know Morbius was a brilliant man with a Nobel Prize. It was quite another to see him perfect a formula no one else in Oscorp could manage. Actually, since they were basing it on the super soldier serum from the 1940s, the fact Morbius fixed the Human-Enhancer Formula meant he'd just exceeded the efforts of possibly hundreds of scientists. He'd certainly _earned_ his promised funding.

"You have exceeded all of my hopes and expectations," said Harry. "I can't thank you enough for this. Now my father's final pet project has a happy ending."

"It was my pleasure, Mr. Osborn," Morbius said. "The experience was very enlightening and inspirational for me. It actually gave me a few ideas on how to approach the cure that I've been working on."

With shaking hands, he handed back the stack of paper and a vial. The substance was a little more yellow than the green shade he was familiar with. Morbius didn't have to say a word for Harry to know this was the corrected form of the formula.

"While I did write down the new formula and process of creating it, I didn't publish anything yet," continued the scientist. "You requested that I keep it quiet and I have done so." He smiled ruefully and said, "I don't need another Nobel Prize anyway."

"Again, thank you for your discretion," Harry said. "In the future, the circumstances may change and you'll be free to publish what you've done. Until then, I appreciate you indulging me on this matter."

Morbius nodded, looking uneasy for a moment. It wasn't guilt for his secretive work. This was something else. Harry recognized the expression. He wanted to ask a question, but was nervous about bringing the matter to the attention of his boss. Harry could guess what he wanted to know.

"The first portion of your new funding is already yours," he said. "I actually finished arrangements for it last night. That was what I was coming to tell you, Dr. Morbius."

" _Before_ you knew I was finished?" asked Morbius.

"I was fairly confident you would succeed eventually, so why should I make you wait too long?" he asked. "I know that your personal project is time sensitive."

Glancing down towards his pale, slightly shaking hands, Morbius said, "Yes, I suppose you could say that. Thank you, Mr. Osborn."

"Not a problem. I wish you all the luck in the world with your cure. You have my full support."

**Notes for the Chapter:**

> So while Roderick is trying to get an improved form of the Human-Enhancer Formula as soon as possible, Harry has beaten it too him. This proves that once again it is better to reward someone for success rather than terrify them of failure. Plus, Morbius had the old notes and is a Nobel Prize-winning expert in biochemistry. That gives him a bit of an edge.
> 
> Yeah, Otto's family life wasn't the greatest, which is part of the reasons in the comics it is so easy to shove him down the slippery slope towards villainy. The drunken and violent father? It was in the comics. Emotionally-manipulative mother? In the comics. The only difference is that she succeeded in making Otto break up with a woman because she "needed" him, only to go out on a date herself. That led to him standing up for himself for the first time towards her, which shocked her enough to give her a heart attack and die. That depressed him pretty severely, leading to Otto being distracted at work and causing a lab accident…
> 
> But in this version, Otto chooses the girl and leaves his mother while in college. Thus he marries Rosie, makes friends with Curt, and actually has a decent chance at life for a while. Of course, then "Spider-man 2" happened, but at least he's doing a little better than the comic version.
> 
> Also, Mary Jane is doing the most practical thing someone dating a superhero can: she's adding some defensive skills. People are going to attack and kidnap her. That's the way it works. But at least she can make it harder on them.


	8. Clothes

Used clothing, cheap clothing, and even thrift stores didn't usually offer a large amount of options, but sometimes luck was on his side. Or perhaps Anders' Second-Hand and Discount Clothes was just better than what its rather plain and old exterior would suggest. The small, cheap store with a fairly eccentric selection actually managed to have what he was looking for.

There was a large and durable trench coat made of a dark green fabric tucked in a corner behind a powder blue tuxedo. From what Otto could tell, it would be relatively easy to alter the back to account for the actuators. He couldn't keep wearing the same one every day. The new one would provide at least some options and give him a chance to wash the other one. He also found a few pairs of pants and a durable set of boots that should fit. There were a few other shoes in the store, but only the boots were his size and it was better than nothing. It paid to be prepared. Shirts weren't really high on the list of requirements, but Otto still tried to track down the rest of a traditional wardrobe.

Once he'd settled on his own clothing necessities, he found himself wandering towards another corner of the store. He didn't know exactly what sizes Kitten needed, but he felt relatively confident he could estimate it by sight. Trying to move quietly through the store and avoid the attention of the owner waiting behind her counter, Otto collected a dark green t-shirt, a dark red t-shirt, a blue long-sleeved shirt, a pair of khaki shorts, a pair of jeans that _might_ fit, a rather plain belt, and a pair of white sneakers that didn't look particularly worn out yet. By that point, he was thankful for the basket the small store offered for carrying items around.

" _too much, didn't bring enough money, too expensive_ ," warned Mo from where they hid under his trench coat, trying not to move or draw attention.

" _Kitten needs clothes too, Father brought enough money_ ," Flo argued. " _not all prices listed, could be wrong, don't worry_ "

Harry suggested enthusiastically, " _kill owner, keep clothes, keep money, simple_ "

"Not going to happen," Otto hissed under his breath.

" _why, easier, quicker, get what we want, why not kill owner, makes sense_ ," asked Harry, clearly confused.

"The fastest and easiest method isn't always the right one," he said quietly, hoping the owner didn't notice him talking to himself across the store.

He moved around one of the wire bins and spotted something that he knew would help Kitten during her wanderings. So even though he was probably pushing his budget for the shopping trip, he added a small, grey, canvas backpack to the basket. She was about to have more belongings than just the clothes on her back. She couldn't keep everything in her pockets anymore. She needed somewhere to carry and keep them. And with that final item, he carried the basket of potential purchases towards the counter near the exit.

The wrinkled, white-haired, bespectacled woman behind the counter smiled and greeted, "Hello, dearie. Did you find everything you needed?"

"Yes, thank you," he said as he handed over the basket. "Your store is quite lovely and the prices from what I've seen are much more reasonable than similar stores. I appreciate that. I'm afraid I'm rather limited on funds today."

"Oh, I understand. Lots of customers who come in here are in the same boat," she said as she studied the prices safety-pinned on each item and added them to her calculator. "Don't worry. I have plenty of good-quality clothes, all in good condition. And cheaper than those fancy and brand-name stores."

" _woman fragile, easy to kill_ ," Harry pointed out. " _would work, should do it, simple_ "

Oblivious to the actuator desiring to murder her out of convenience, the woman continued, "You picked out quite a few children's clothes. Is it for a son or daughter?"

"She's a little girl," he said, trying to avoid lying.

"How nice. I'm sure she's a delightful child," she said, folding up the trench coat. "And nothing for your wife today?"

Otto felt his throat tighten and his chest ache. It was an innocent question, but it still hurt. He feared it would always hurt to an extent. His Rosie was gone because of his actions and he would never get her back. The pain of loss wasn't quite as raw as months ago, but the guilt remained just as strong.

"There was an accident not that long ago," he admitted quietly, his voice a little rougher than a moment before. "She died."

"My poor dear," said the old woman, patting his hand sympathetically. "I am so sorry. I know how rough it is to lose your soul mate. I lost husband five years ago. Broke my heart. And it can't be easy to suddenly be a single parent."

Not really knowing what to say to her kind words and gesture, Otto glanced down and managed a quiet, "Thank you."

She moved through the last couple of prices silently, for which he was grateful. He wasn't sure what to do when faced with such a chatty person. Lately, most of his companionship was with the actuators and the silent child who shared his warehouse. He was a little out of practice for extended small talk.

"All right, I think that's everything you picked out," she said as she punched in the final price, peering through her glasses at the calculator briefly.

"How much?" asked Otto watching her quickly and neatly fold the final pair of pants.

When she named the price, he reluctantly realized Mo was right in the first place. The purchase was more than he brought. Otto rubbed the bridge of his nose where the sunglasses rested, being less conspicuous than the more effective goggles. He had more money stored in the rafters of the warehouse, but he only took a small amount for clothes shopping.

For now, he couldn't afford everything. The best option would be to pay for what he could at the moment and come back for the rest another day. It wouldn't be so bad. He survived this long without any extra clothes. A little longer wouldn't hurt.

Resigned, Otto set the new pants, boots, and trench coat aside and asked, "And how much for just the children's clothes?"

" _take all clothes, run_ ," suggested Harry.

" _no, woman may scream, would draw attention, maybe police_ ," Mo warned. " _can't steal, must keep quiet_ "

" _kill her quick, no time to scream, no one notice, get everything, simple_ ," he repeated.

While Otto tried to mentally quiet the extreme suggestions from the actuators about the dilemma, he almost missed the calculating look in the old woman's eyes. She pulled out a couple of large paper bags while nodding thoughtfully.

"Tell you what, dearie," she said slowly. "You seem like a decent young man and you're clearly just having a rough time right now. If you can afford half the price right now, you can take all of this and pay the difference when you're able."

That silenced the actuators. They were stunned by the offer and Otto wasn't much better. She wouldn't have to wait long for the rest of the money, but she didn't know he had more in the warehouse. For all she knew, it could be weeks before he scraped enough cash together again and there was nothing to suggest he would be honest enough to return. But she seemed to trust him and it _would_ be nice to take everything back at once.

"I don't want to cause you any trouble, ma'am," he said.

"Nonsense," said the old woman with a smile. "I own the store. That means I can do what I want and don't have to explain anything to some manager when I want to help out a single-parent. That's my prerogative. And call me 'Alice.' Everyone else does and 'ma'am' makes me sound old. Well, _older_."

He couldn't help smiling at the wrinkled, white-haired woman as she carefully placed the entire purchase in the paper bags. She just seemed naturally nice. He'd have to make sure he brought the rest of the money the next day. Otto wouldn't want to make the kind and generous Alice wait for long.

" _see, no need to kill, got all clothes, no trouble_ ," Larry remarked.

" _fine, still would be faster_ ," argued Harry in a way that almost seemed like sulking.

Handing over the paper bags to Otto, Alice said, "There we are, dearie. You take care of yourself and your little girl. And if you need anything else, just come back. I raised several children, so I know how they tend to grow like weeds. And while the weather is warm right now, autumn will be here before you know it. I knit hats in my spare time and add them to my inventory. Just come by when it gets colder and I'll take care of you." She patted his hand again and said, "I've always been a good judge of character. And I can tell you're a decent man. The world needs more people like you."

"I doubt it," he said quietly, "but thank you for thinking so."

* * *

Kitten shivered slightly in the highly-modified restroom as she found a spot to set down everything. There was still a stall and a sink, but half of the room was blocked by a plastic shower curtain. It was her first time in the room, not sure what to make of the strange modifications that resulted in various pipes engulfing part of the wall. It was such a strange tangle, winding and weaving near the far corner. The harsh lights that were now reconnected to electricity made the entire thing look more confusing, casting sharp shadows across the hodgepodge. Honestly she wasn't certain she wanted to try it.

Otto was the only reason she was willing to risk the collection of twisted pipes. He'd returned to the warehouse earlier, climbing through the skylight with the metal arms making him look a little like a giant spider with his movements. In his arms was a pair of large paper bags, which was an unusual change. She'd been napping in her cozy nest, but instantly awakened upon his arrival. Sometimes he brought take-out food for both of them and she never turned down the offer of food.

This time, however, it was something completely different. Kitten wasn't certain how to react to the abrupt gift of clothes. The last time she was given clothes rather than scrounging them was from Old Myrtle when she gave the girl the jacket off her back. Now Otto was giving her more than she could wear at once.

Before she could react to the various shirts he pulled out of the bag, Otto gently suggested she take a shower before trying on the new clothes. That way she wouldn't get them dirty and they could use the opportunity to later hand-wash her old clothes in the sink. It made sense. It was the logical and reasonable course of action. So she silently accepted the offered outfit and the thick towel before heading towards the restroom.

Kitten made sure that the new clothes and towel were out of the way of any water that might get past the shower curtain. It wouldn't really help her much if they were soaked. She looked around the room and found the bottle of what was probably a very cheap shampoo and a bar of soap, both of them resting on the farthest sink. Unlike the sink closest to the door, the farthest one was part of the pipe hodgepodge and hidden behind the shower curtain.

Then, unable to delay proceedings any further, she took off her old clothes. The girl, feeling uneasy and cornered in her more vulnerable state, scurried behind the shower curtain and tried the strange shower configurations. Lacking any other possible ways to use the thing, she turned her attention to the connected sink. Stretching up and over to reach the handles not meant for small children, Kitten managed to turn one and nearly jumped out of her skin when water hit her from above.

She couldn't help shivering from both the chill and nerves. While she'd washed the worst of the grime off in sinks or let rain take care of it recently, she hadn't really had a proper bath or shower in a long time. Like almost everything else, she'd managed to do it wrong somehow and made her parents mad.

The first time, she apparently chose a poor time and her father was furious she'd used up all the hot water. Even though her mother _told_ her to get cleaned up so she wouldn't make a mess on her floors after falling in a puddle, she still ended up as the target of his fury. Another time, long after she'd tried to only use cold water since that encounter, both of them started fighting about bills. They'd yelled about the water bill and eventually blamed her. Not even quick, cold showers were enough to avoid sparking them off. So she avoided the situation as much as possible until she actually left home permanently.

But Otto wasn't like her parents. He wasn't like the other people, the ones who were dangerous and would always hurt those who weren't careful. He didn't yell. He didn't slap. He didn't hit. He didn't get mad. He didn't even get too close to her, letting the metal arms hand her things rather than do it himself. Otto wasn't like them, so she didn't need to worry about the same things. So even though she felt vulnerable and nervous since she no longer hid within her oversized and dreary-colored clothes, Kitten stood beneath the stream of water and let it wash over her.

When the water grew warm, she felt herself relaxing involuntarily. She couldn't help it. The warmth felt nice and she knew she was safe, Otto and the metal arms guarding the door and the entire building from anyone else who might show up. She knew they wouldn't hurt her and she trusted they would at least give her time to escape if someone else tried. Reaching for the bottle of shampoo, Kitten took a small amount and began to scrub.

Bubbles formed almost instantly as she worked on her blond strands. They were certainly longer than when Old Myrtle cut it. But she still looked enough like a boy that most people wouldn't realize the truth. She might need to cut it again soon, but not yet. Besides, she didn't have scissors or a knife to try it and she wasn't quite ready to let someone else try it.

When she rinsed most of the suds back out, she moved on to the bar of soap and tried to wash off the accumulated grime from her body. Kitten scrubbed quickly, marveling briefly at the novel experience of having no bruises anywhere. Bubbles rolled down the old scar on her right shoulder from hitting the corner of the coffee table, the one on her left knee from tumbling across the ground too hard, and others that she couldn't identify the source anymore. Water, soap, and dirt pooled at her feet before flowing down the large drain in the floor. Months of grime and anxiety were being washed away.

Eventually she was as clean as she was going to get, so she reluctantly turned off the warm water and pushed back the shower curtain. Almost instantly she felt a slight chill and Kitten hurried for the towel. Her short hair dripping, she hurried to dry off the majority of the water and began to pull on her new clothes. The khaki short and green t-shirt fit rather nicely and was rather comfortable to wear. Being clean and new might've been part of the reason, but she definitely liked them.

The girl, her hair still damp, gathered up her older clothes and finally opened the door to the rest of the warehouse. Otto was sitting at his work table, writing something down. He didn't seem to hear the restroom door swing open, not even looking up until the metal arm named Flo spotted her. Then the man and the other snake-like limbs turned to face her.

"A shower and clean clothes can make a world of difference. I think your hair is even a shade lighter now, Kitten," he said. Otto briefly frowned as the metal limbs seemed to focus on her arms and legs, the shorts and t-shirt not covering quite as much skin as her old clothes and exposing a few scars that were previously hidden. But the expression vanished quickly and he continued, "I managed to find something else that should be helpful to you. I didn't think your pockets would be enough anymore."

Kitten tilted her head, curious. Otto answered her unspoken question by pulling out a grey object. She wasn't certain what it was until Mo passed it over to her and she broke into a smile.

He got her a backpack. It was grey, durable, and the perfect size for almost anything she might need to carry. Food, the new clothes, and whatever else she might find would fit. And it wasn't so big that she'd have trouble slipping through the fence and the hole in the wall. It was perfect.

"I'm guessing from the grin that you like it," said Otto. "I thought you might. But before your hair dries too much, I have an extra comb you can use. The one I bought a few days ago came in a set. And Rosie always says…" He stopped, his expression and posture crumbling a little. After a moment, he seemed to compose himself and continued, "She always said the tangles get worse when her hair dried."

Kitten didn't acknowledge the brief slip, merely nodding in agreement with the offer. But she did listen and she did pay attention. He'd said the name before. She remembered him saying "Rosie" before and it made him a little sad both times, like he missed her. Whoever Rosie was, she was important to Otto. And she was lost, somewhere far away, or dead. Kitten knew how dangerous and painful the world could be. It was a sad fact of life and it didn't surprise her that something bad happened, but she still didn't like Otto being unhappy.

She put that train of thought aside for now. There was nothing she could do about it, so she decided to focus on the present. And the present consisted of combing her wet hair and maybe contemplating food. Maybe she could find some cookies or an apple during her wanderings and cheer him up with a snack. It was the best she could do.

* * *

Until his useless brother managed to somehow work faster, Roderick knew he had some time before the formula was ready. So he decided to make the best use of that time by attending to other preparations. Someday soon he would have a secret weapon he could use to benefit himself in ways no one else could possible imagine. And if the theatrics of the costumed entities of recent times had taught him anything, it was that colorful disguises both intimidated people and hid an identity more effectively than a more mundane outfit. As a fashion designer, Roderick knew the power appearances could have on the proper audience.

The armored flight suit, the copy of the one that once belonged to the Green Goblin, already had a lot of potential. There was a certain intimidating factor to the design, the bulk and the unique head shape making the wearer seem not quite human. But he needed to adjust it. He needed to make certain they realized he was different. It wasn't just another Green Goblin. He was _better_.

The desert camouflage his scientists designed was a good start, the tan color drastically different than the strong green shade. But Roderick knew it needed something more. He looked over armor in front of him carefully, trying to visualize the changes he needed to improve the design. Perhaps the thicker plates on the chest and shoulders could be a deep blue shade, almost black. It would break up the lighter shade a bit. And he definitely should change the eye lenses. The yellow tint just wouldn't work. Red would make a far better impression.

And he should do something about the hands. Thicker gloves of a different color might work. He might even be able to have them incorporate some of the technologies he'd collected from other companies, like those "blasters." The computerized system causes the fiery blasts to randomly vary their attack vectors when trained on a particular target and were relatively compact. Incorporating them into some larger gloves should be relatively simple.

But there was still something missing. The profile would still be too much like the Green Goblin. The head shape was too distinctive. Inspiration struck Roderick as he walked around the armored flight suit. A hooded cloak would break up the profile a little and he could add a little more color. It would leave him with an appearance that was distinctive and unique, something that would have the intimidation factor of the Green Goblin without being an exact match. And finding durable, protective, and appropriate cloth was something he could handle himself.

He could easily craft the hooded cloak and that would mean fewer people he would later have to murder to keep his secrets. He was already going to lose quite a few scientists to supposed "suicides" and "accidents," after all. Even the most loyal ones might have a few qualms about his most recent plans, so it paid to be prepared for such possibilities.

The only question that remained was color to use for the hooded cloak. For some reason, he was leaning towards a shade of orange. It would contrast nicely with the dark blue panels for the chest. Not persimmon or pumpkin. He needed something darker. Perhaps burnt orange, yam, or deep carrot orange. It would have to be just the right shade, but Roderick knew he could easily design such a thing. And he could make the bulkier gloves the same shade, tying the elements together.

He nodded to himself thoughtfully as he gave the current version of the flight suit a final examination. Yes, this could work. This could work nicely. The outfit was coming together. Now all he needed was for his spineless brother to finish the formula.

* * *

Harry hadn't been wasting his time while Morbius worked on devising a more stable version of the Human-Enhancer Formula. He knew he wasn't a genius when it came to science. It didn't come naturally like it did to Peter. Even his father was better at science on the days he turned away from business briefly. Harry didn't have the same knack for it, but he wasn't an idiot either. With enough time and access to enough research, he could work his way through whatever he needed to. And he was a little better at more hands-on projects than the more complicated stuff like chemistry or biology.

So once again, Harry was in the secret room hidden by the newly-replaced mirror. His previous project was taking the technology and design of the glider and reworking it from the ground up. He wanted something drastically different than what his father rode. He wanted a different shape, something flatter and less evil-looking. And he definitely skipped the blades, not wanting to risk history repeating someday. After working off and on for a while, Harry had managed to build something that used similar flight systems, but was more of a hover-board than a glider. It was still a work in progress, but it floated off the ground and supported his weight. The hardest part was over, so he was putting it aside to work on the next project on the list that evening.

Most of the spare Green Goblin outfit wasn't too bad in theory. It was tough and durable, providing plenty of protection to the wearer. He could smooth out and simplify a few of the details on the body if necessary, but it was generic enough not to immediately remind him of his father's legacy. He might even risk reducing some of the armor to increase flexibility and speed if it turned into too much of a hindrance. The shoulders and helmet were the main problem. They were too inhuman, large, and creepy for what Harry had in mind. So he left the monstrous helmet on the table and started prying the larger shoulder pieces off with a sturdy flat-head screwdriver.

His mind went over the various ideas as he tried to force the large panels off. He could replace the helmet with something less bulky and simpler than the maniacal mask. Perhaps he could adapt a design based on masks for paintball fights. Mirrored lens with a more solid shape for the rest of the face should work nicely. It would be subtler than the Green Goblin's helmet, but more durable than Spider-man's mask. He could have the mask and glasses tinted green with a few small details on the rest of the outfit, but go for black for the majority to further distance himself from the shadow of his father's alter ego.

Harry felt the shoulder piece starting to give and tried to push harder. There was a lot he could work on. He could add magnets to the footwear to keep attached to the hover-board once the thing gained the ability to properly fly. He could incorporate weaponry and tools to the arms in the forms of gauntlets for ease. And maybe he could store others in a pocket around his belt or waist and a few more on his back. He wasn't like Spider-man; he couldn't create webs. He would need an arsenal and that meant designing places to keep it.

And he would need a variety. The orange bombs, the ones that looked like small pumpkins, could be mass produced relatively easy and he could specialize others for particular purposes. Less powerful explosions, smoke bombs, flash bombs, tracking bombs that could seek out and follow a specific target, timed bombs, bombs he could trigger remotely, and even bombs that release a gas to knock someone out. He'd need something for close quarters too, but he felt relatively certain that would be easier to handle than trying to devise or have someone else devise the rest of his arsenal. Between his personal funds and Oscorp's resources, he could work on a lot of aspects of his preparations.

He continued to think about the various ways he could prepare and improve his equipment because it kept him distracted from the vial. The formula was waiting for him, as close to perfect as possible. Harry knew Morbius was the best and he could depend on his work. The risks of negative side effects were relatively low. When it came to the formula, it was as safe as they could make it.

The formula was ready. Harry just wasn't certain he was.

No matter what happened, it would change his life. He could go crazy like his father. He could turn into an evil, violent, and murderous monster. He could go after Spider-man in some ill-conceived attempt to be the next Green Goblin. He could be the next lifeless body carried through a window with stab wounds because of insanity. And even if everything went right, Harry knew he'd be choosing to transform his body permanently. He would turn into someone stronger and tougher than any other human. Part of him wanted to take that step, but part of him worried what would happen afterwards. He'd have to make decisions about how to make use of those changes. He knew what he wanted to do at the moment, but would he feel the same way after he did it? Hero, villain, or pretending to still be a normal citizen. All of them were possible paths his future could follow the moment he took the formula. So he kept delaying the ultimate decision by focusing on the prep work.

The shoulder piece finally popped off with a snap. Harry grinned briefly with satisfaction before turning towards the second one. He wasn't even certain how long he'd been awake, working at Oscorp and his personal projects in equal measure. He'd moved beyond tired to some form of numb productivity. He just kept going.

"Cowardly, useless boy," a familiar voice snarled, making him jump in surprise and mild fear.

Even though he knew it wasn't real, that it couldn't be real, he couldn't help looking around for the source. His gaze finally landed on the green mask. It was as good a representative of the imaginary voice as any.

"You're not real. You're nothing except a lack of sleep playing tricks on me," said Harry firmly.

The insane laughter echoed in his mind. Harry dropped everything to grab at his head. It wasn't real. He wasn't going crazy. He was just _tired_.

"Harry, you're such a disappointment," his father's voice sneered from beyond the grave. "You couldn't match Peter's brains. You couldn't keep him from taking that girl you like. Is it any wonder why I wished he'd been _my_ son? And now you can't even avenge your father's murder properly. You're too scared to take the steps necessary."

"Not real," he said firmly through clenched teeth. "You're not real.

"Aren't I? Well, perhaps you've gone mad, Harry. Perhaps you're destined to follow in my footsteps, falling to insanity and violence until you can't even remember why you even considered leaving my killer alone," taunted the voice. "Spider-man and Green Goblin, locked together in an eternal battle. Neither time nor death can stop the inevitable."

Once again, the insane laughter of the Green Goblin rang out. No, the laughter belonged to Norman Osborn. Both were the same person. Both were dead. None of it was real. It was in his head.

"But Spider-man doesn't have a son. He doesn't have an heir to carry on his role," coaxed Goblin's voice gently. "You can end it properly. Just accept your fate, become the Green Goblin, and kill him. Then you'll find peace. Then you'll have everything you desire. Revenge for my death. Revenge for him always being better than you. Revenge for him lying for so long. Revenge for _everything_."

"No," Harry whispered, shaking his head even as he tried to block out the voice.

"Yes. Do it."

" _No_."

"You can't resist your destiny. The dance repeats itself over and over again. There might be slight variations to the tune, but the dancers always remain. You can't escape who you are, Harry. You're _me_ , just waiting to take the stage."

That struck a chord and Harry slowly lowered his hands from his ears. He glared at the helmet, not caring that doing so accomplished nothing.

In a quiet voice, Harry said, "I'm _not_ you."

"Of course not. You're weak, cowardly, and useless. And you keep fighting the inevitable."

"Which is it? Am I a coward? Or am I someone who keeps fighting? It can't be both."

"What are you talking about?" asked the imaginary voice, sounding confused now instead of mocking.

"If I was truly a coward, I would submit to the idea I'm doomed to become just like my father. I wouldn't be doing _this_ , trying to reclaim his legacy and turn it into something completely different. If I was a coward, I would still be trying to be worthy of my father by trying to kill Peter or something."

"You'll never be worthy of me," snarled Norman's voice.

"I don't _want_ to be," Harry shouted back. "Not. Now. Not. _Ever_. Because I can finally see that it was impossible when he was alive. And trying to be worthy of him now is even worse. Norman Osborn died a _monster_." He shook his head firmly. "I will always love my father on some level, but I don't want to be anything like him. And I _won't_ be anything like him."

"How dare you speak to me like that?" the Goblin's voice screamed.

"All those old fears, the jealousy, the doubts, and the regrets? That's all there is to the imaginary ghost haunting me now," said Harry, turning away from the mask. "I'm done for tonight. I'm going to get some sleep and banish this annoying encounter."

And even though his mind echoed with screams of long-dead monsters, Harry ignored them. Sleep would help. Once his exhausted mind was rested, he wouldn't have to worry about the nonexistent specter any longer.

**Notes for the Chapter:**

> So while Roderick is going in one direction in regards to redesigning the old Green Goblin outfit for his own needs, Harry is going in a completely different direction. Yeah, Harry's costume is being influenced by the one he wore in the third movie. I'll admit it. It was a good look for him and was visually distinct from the Green Goblin costume while still having some of the same color scheme. It won't be an exact match to the one from the third movie, but there are some similarities in appearance.
> 
> As for what this particular scene means in regards to Harry, that is the question. Is it a sign he's going crazy too? Or is it actually the result of sleep deprivation and stress? Will he ultimately go down a heroic path or is he still destined for villainy? Is this a sign that things are getting worse for him or is it showing him confronting some of his personal issues in order to move on? Harry's eventual fate is still in his hands and he has a chance to become whoever he wants. You'll just have to watch and see.


	9. Cookies

She knew what she was doing was dangerous. Kitten knew that the alley wasn't quite as deserted as it was a few months ago. People, dangerous people who were predators of the streets, now lurked there occasionally. They weren't always picky about who their targets were either. It was safer to stay away.

But she also knew that they threw out the best and most intact packs of cookies there. The dumpster was practically a treasure trove of packaged cookies that were tossed out regularly. And after everything he'd done for her so far, Kitten wanted to get Otto something nice. A few packages of really good cookies weren't exactly as impressive as regular meals, new clothes, or a backpack, but it was the best she could do. So she was going to risk it.

Carefully and quietly, Kitten peered down the alleyway. Luck seemed to be on her side because it appeared to be deserted today. The only thing in the narrow gap between the buildings was the very dumpster she was looking for. Keeping her eyes and ears sharp for any sign of trouble, she crept along the cracked concrete and scrambled clumsily up the side of the metal container. And due to the size and depth of the dumpster, Kitten was forced to actually drop inside to reach anything. But it at least hid her from sight and she could search in relative safety.

It took practice to search through the dumpster without rustling the contents, but she was fairly competent by now. Producing the minimal amount of noise, Kitten sorted through the discarded bottles, spoiled food, plastic bags, and other assorted objects. Ignoring the smell was worth the effort. With a little digging, she quickly found several containers of cookies. Even without opening the packages, she could tell the cookies were still in one piece. The wasteful store was proving useful. She quickly stuffed them into her new backpack, far more than she could ever carry before.

Kitten almost missed it, her attention focused on her treasure hunting. Only when a shoe stepped on a crushed soda can did she realize that someone else was now in the alleyway. She froze even as her mind raced. She couldn't climb out of the dumpster quickly or undetected. She was trapped until the new arrival left. She would have to wait silently for the chance to escape, being extra careful not to draw any attention.

She crouched silently among the garbage, ignoring the smell and straining to hear what was happening outside the dumpster. While the cars on the street and distant voices of the city's inhabitants were constant background noise, she tried to listen for the closer threat. There were no further footsteps, so Kitten knew they would still be close. There was no voices, no movement, and no real sign of what they were doing except waiting. She could be patient too. She could out-wait them.

Not going to school meant there were a few things she'd never properly learned, even the practical lessons of experience unable to teach her everything. She couldn't actually read and she couldn't really tell time. She could sort of guess time frames when they were short and she at least knew the words, but that was about it. Kitten knew a bunch of time was passing, but she didn't know if it was less than an hour, exactly an hour, or several hours. She just didn't know how long an hour might be.

Her foot fell asleep, but she didn't dare move. She didn't even put her backpack on properly again. She couldn't hear them, but she knew the person was there. She couldn't risk catching their attention. It was bad enough she'd climbed into the dumpster even knowing it was dangerous. She wouldn't be foolish enough to make things worse. She needed to keep still and quiet.

Finally, she heard movement. They shifted position, their shoes scraping across concrete. Kitten could tell they were near the entrance of the alleyway. She could guess that they were watching the street, studying the people as they walked by. They were hunting. They were hunting for a target. Kitten somehow managed to become even more silent, even her breathing growing softer. She couldn't let them realize she was around because they'd gone from _possibly_ dangerous to _definitely_ dangerous.

The attack was quick. She heard the surprised shout and dull thud as a male victim was grabbed from the street and shoved roughly against the brick wall. The immediate silence following the initial shout meant that the predator must have shoved a gun or a knife against their throat. She knew what would happen during a mugging, so matching the sounds to the actions was simple, though she'd never listened from so close before. She didn't like it, but the safest decision was to keep hidden and stay uninvolved.

"Wai-wait, don't hurt me," a terrified male voice begged desperately. "P-please. I don't want any trouble."

"Shut up," another, younger male voice ordered. '"Just keep quiet and start handing over your stuff. Starting with that watch and ring."

"Okay, whatever you want. Just don't hurt me. I have a family. A wife and children."

Kitten could hear some quiet shuffling as the frightened man sought to obey the instructions, but her thoughts were busy. While the attacker sounded like they could be a teenager, his victim sounded more like a middle aged man. Someone who claimed to have a wife and children. Someone who probably didn't deserve to be mugged and possibly hurt. Someone who could be like Otto. She didn't like thinking about it at all, knowing that something bad was happening just outside of the dumpster.

"Hurry up," snarled the younger man, sounding angrier and more dangerous than before.

Kitten closed her eyes tightly. She should stay quiet. She should stay hidden. Old Myrtle would tell her to stay uninvolved. Anything else was dangerous and dumb. She should keep still and wait until everything was over.

There was a dull thud accompanied by a breathless yelp, an impatient punch to the stomach. The mugger was losing anything resembling restraint. The older man wasn't fast enough handing over his belongings. He was going to get hurt and possibly worse.

Silently, Kitten slipped her backpack on again. Next, she reached down beside her, grabbing the first object she touched. From the smooth, cool surface, Kitten knew it was a glass bottle. Then, keeping in mind that fast movement caught the eye, she carefully stood up.

Kitten knew she would have to react quickly once she started, so she couldn't hesitate even slightly and had to pay attention to everyone's actions. She got her first glimpse of the men. The victim was indeed a middle aged man, a few grey hairs mixed with his darker ones and wearing an expensive-looking suit. The attacker was a blond young man with a dark t-shirt, jeans, and a knife. He also looked a little taller than his target and a lot stronger. She took aim carefully.

Her throw wasn't perfect, but the brown bottle managed to clip the attacker briefly before shattering against the wall right next to the men. There was a clang of metal as he dropped the knife. Kitten caught a glimpse of the older man taking advantage of the distraction to break free of his grip and escape. She didn't see more than that, however. She was too focused on immediately scrambling her way out of the dumpster as fast as possible. The metal walls of the dumpster were hard to climb quickly, but she was motivated.

Her feet hit the ground hard and she started running. She managed about four steps before a rough hand slammed on her shoulder and yanked her back. He shoved her hard against the same brick wall as the older man. The breath and all fight were knocked out of her on impact.

"Stupid brat," snarled the mugger. "You'll pay for that."

Even before the first hit landed, Kitten knew it was her own fault for getting involved. Pain exploded across her face, the girl only remaining upright because of his grip. The next punch hit her stomach. It hurt enough that a gasping whimper escaped, but it didn't surprise her.

Angering an adult enough to get hit? This was something familiar to her.

* * *

For the moment, things were rather quiet. He'd worked on a few calculations earlier concerning some ideas he had about minor modifications to existing nuclear reactors that could theoretically increase the energy output without drastically increasing the required resources and without increasing the risks. He'd entertained a few ideas for years, but he'd never truly investigated it further. He'd always focused on the potential of his main project. Now Otto could spare the time and energy for other ideas. And it kept the actuators content.

He didn't work on his calculations all day, though. Now that they had more than a single outfit each, Otto could finally add laundry to his list of chores to make the warehouse more habitable. After a couple of hours of using the one unaltered sink to hand-wash Kitten's shirts, pants, his spare trench coat, and the various towels and blankets they'd collected, he'd ended up with plenty of wet laundry dangling from the impromptu clotheslines he'd tied all over the place. The occasional drip of water and the general dampness didn't change the fact he felt calm and relatively content as his mind drifted.

He knew he would need to consider ways to make money in the near future. His stash from the bank wouldn't last forever. Otto was quite aware that stealing more money or resources would attract attention eventually and would lead to greater risk the more times he resorted to that strategy. He would need a safer, subtler method of making money. Due to his criminal and presumed dead status, there were limited jobs he could try. He would need an employer who didn't ask questions, would pay in cash, and would keep all record of him nonexistent. Any off-the-book jobs that would fit those qualifications would undoubtedly be unpleasant and below minimum wage. Still, it was something he needed to consider.

" _late afternoon, Father should eat soon_ ," chirped Flo.

For a murderous, dangerous, and morally-uncertain A.I., Flo could be strangely nurturing and protective. The dichotomy could still throw him off-balance when he thought about it too much. But she was right. It was time to consider dinner.

"All right," he said, standing up slowly. "So, take-out or should I heat up some soup in the microwave?"

" _noise, Kitten, girl back_ ," Mo clicked abruptly.

Otto listened carefully and quickly noticed what he meant. There were some clanging and scraping sounds outside of someone moving around, someone small. Since she was the only person to get near the warehouse in the entire time he'd been there, it was easy to realize it was Kitten.

" _good, feed Kitten_ ," chirped Flo.

Harry turned towards the hidden hole in the wall and hissed, " _something wrong, too much noise, girl always quiet, not right_ "

That made Otto and the other actuators pause. Harry was right. Kitten was quiet. And she was quick. She should have slipped inside silently, taking only a few seconds to get through. This was too slow and loud for the girl.

Harry was right. Something was wrong.

* * *

Almost safe. Almost there. Kitten kept reminding herself that if she made it a little further, she could hide in her cozy pile of blanket and sleep until the pain faded.

The entire thing was bad, but not as bad as it could have been. The worst part was when he held her against the wall, making it impossible to dodge or block the blows. When he let her drop to the ground, she was able to curl up enough that he could only kick her legs, arms, and back while she protected her face, chest, and stomach from further harm. She was lucky, though, he eventually grew bored with kicking and decided to find where he dropped his knife. While the frustrated mugger was distracted, Kitten managed to scurry desperately out the back way of the alley. It wasn't the most graceful escape, but she did it.

With her grey jacket pulled tight around her, she could vanish back into the crowds of New York City and avoid attention. Not one noticed her, even as she kept her hood up and limped slightly. With one arm curled protectively around her sore stomach and her head kept low, Kitten slowly and tiredly forced herself to keep walking. She kept reminding herself to get somewhere safe, somewhere she could rest and no one would hurt her, somewhere she could hide.

It took far longer to get back, Kitten moving slower and even stopping a few times in sheltered corners. She couldn't move quickly without everything aching worse. But she finally made it. She finally struggled through the chain-link fence and limped towards the warehouse.

She tripped and stumbled a little as she tried to get to the hole. She was too tired and sore for proper coordination. Kitten worried briefly that the cookies she'd collected were crushed by the mugger's retaliation, meaning everything was a waste. But she pushed that thought aside. There was nothing she could do about it now. As soon as she was inside, she could get into her little nest of blankets and finally rest.

Squeezing through the fence wasn't fun, but the hole in the wall was smaller and hurt worse as it pressed against her sore limbs. But Kitten gritted her teeth and kept going. Almost there. Almost safe.

"Kitten? Is everything all right?" asked Otto, stepping into view.

She ducked her head, but still managed to catch a glimpse of his expression changing. She needed to go hide in her cozy nest of blankets. Rest and avoiding everyone. That's what she always did when this happened. The girl carefully started edging towards her half-broken crate.

A metal limb blocked her path. It didn't grab her, but it kept her from slipping away to the safety of her hidey-hole. Another one, Flo, stretched out towards her, trying to peer under the hood of her jacket. Kitten took a step back from the inquisitive snake-like machine. She didn't feel like spending time with the friendly metal arm like normal. She just wanted to curl up and hide.

"Kitten," said Otto in a quiet, firm, and mildly strained voice. Carefully kneeling down to her level, he said, "Look at me, please."

She couldn't disobey his request. Well, she could, but something deep down didn't want to. She'd tried to obey her parents for a while, part of her hoping it would be enough to change things. She'd obeyed them until she left home. And Otto had far more reason to be obeyed than her parents ever had.

Reluctantly, Kitten raised her head and tried to meet his eyes through the goggles. His expression darkened and warehouse filled with angry hissing.

* * *

" _what happened, must know more,_ " Mo hissed.

" _who responsible, must find, must punish, must kill_ ," chattered Harry sharply. " _snap neck, break limbs, crush skull_ "

" _Kitten, our Kitten, damaged, hurt, how, need to fix, never let happen again_ ," Flo clicked angrily.

Larry, quieter and shaper than the others, hissed, " _not acceptable, not right, not allowed_ "

Otto struggled to hear his own thoughts through the cacophony of furious actuator voices. He was losing himself in the noise. He also tried his best to separate his emotions from the murderous rage they were flooding his head with. In his current emotional state, it would be child's play for the actuators to start influencing his thoughts again. He wouldn't even notice it until it was too late. The clearly-warranted anger at their Kitten being harmed could easily turn to dark and dangerous impulses, sending them down the slippery slope once more. It would be so easy to become a monster again while convinced the reasoning was "just." He needed to stay focused on where his thought ended and where theirs began.

It was hard, though. Not only were they united and outnumbering the man, but he was similarly upset about what he was looking at.

Her face was already swelling and bruising, though it would undoubtedly get worse as enough time passed. In an hour or two, her left eye would likely be swollen shut. The discoloration already looked painful and ugly. Her lip was cut, though most of the bleeding had long since stopped. She was clearly in pain and from the way she held herself, the damage was more than just on her face.

Calm down. He needed to calm down. He could feel himself losing further ground, losing focus on himself and his mind. Otto tried to force himself to calm down because it would be so easy to slip back into the more ruthless mindset of Doc Ock. And part of him didn't want that.

But another part reveled in the idea.

The four violent, murderous, furious voices continued to hiss and screech in his mind, feeding into his anger and disgust at what someone could do to an innocent child. The world allowed such things to happen and for true genius to be squandered by forcing them to lurk uselessly in the shadows. Any world that let such a thing happened did not deserve to exist.

The world needed to change, then. It needed to be reshaped and restructured into something better. It needed to be fixed. They could force it to change by any means necessary. With the proper brains and ruthless pragmatism, they could do it. They could make things better, safer for those who were important, and more effective. It would be good and important Work. No force on Earth could stop them.

…But that wasn't what Kitten needed right now.

That thought briefly startled all of them from their train of thought and gave Otto a chance to shake himself out of the mindset. He closed his eyes and forced his will on the actuators, quieting their fury. But not completely silencing or stopping it. Still, for the moment he could recognize his own thoughts and emotions again. He'd managed to push down the temptation. When he opened his eyes again, he tried to focus on the matter at hand.

"Where else are you hurt? Your arms? Legs? Chest or stomach?" he asked, his voice strained as he tried to remain in control of himself.

The girl cringed slightly, either at his tone or his questions. Or perhaps his expression was what disturbed her so much, his anger over her injuries impossible to completely hide. And he couldn't even guess what he looked like when he nearly slipped back into the Doctor Octopus mindset. He didn't want to upset the child further, but it was hard to remain calm and soothing for her with so many furious voices still hissing in his head. He had to try though.

Slowly, Kitten nodded. It was three short, distinct, and deliberate nods, suggesting that she was answering all three questions as a yes. Otto bit back his first response and tried to tame his voice into something resembling controlled.

"Show me. Take off the jacket, please."

She was wearing her jeans, jacket, and green t-shirt, so the girl's body was fairly hidden from sight. The hood even hid most of the damage on her face. That was probably why no one on the street saw how badly she was hurt. At least he hoped that was the reason. It would be horrible if the entire population of the city could be so indifferent to a child's suffering.

Kitten ducked her head anxiously, but slowly obeyed. Gingerly, she slipped the grey jacket and backpack off. He could spot the beginning of bruises and several scrapes along her arms. The actuators' voices managed to grow louder and angrier again at the sight.

" _not allowed, not acceptable_ "

" _smash them, crush them, break them, kill them_ "

" _Kitten hurt everywhere, need to fix, help her and kill one responsible_ "

" _who, where are they, need information to find them, must not happen again_ "

Otto struggled to rein them and his own churning thoughts in at least a little. The girl's injuries, clearly the result of deliberate attack and not just an accident, was making it very hard to keep a clear head. Someone hurt their little stray. He needed to do something about it. This demanded some form of action. They couldn't ignore it.

"Where…? Who…? What did…?" he tried to ask, but quickly realized the silent child couldn't answer any of his questions. Shoving aside their desire for violent vengeance and trying to focus on a more productive line of thought, Otto said as gently as he could manage at the moment, "All right, Kitten. All right. You're safe now. No one will hurt you here. It'll be all right. I just need you to stay here until I get back."

Even through the swelling and bruising, he could see that she was nervous and anxious. She almost looked afraid of him, but not quite. Otto wished he could reassure her further, but it would be better to wait until he'd properly regained his mental equilibrium.

The air filled with sounds of servos and dull thumps as the actuators climbed upwards, past the rafters and out through the skylight. Larry carefully closed the opening behind them as Otto turned his gaze towards the skyline, trying to decide the best place to head for first.

He couldn't find the person who attacked her. He didn't even know where to start such a search. But he could take more useful and practical approach than what the actuators were suggesting. He focused on the idea of doing something that would actually help her.

* * *

Kitten didn't know what to do. She honestly didn't know if she should stay or run away and never return. After he climbed out through the skylight with clear instructions to stay, she was left standing alone uneasily in the warehouse and completely uncertain.

He was mad when he left. He tried to hide it, but she could hear and see the anger in the man. If there was one thing the girl knew, it was how to recognize anger in someone. Her parents ensured she knew that lesson well. She knew that anger easily translated into aggression and violence. And Otto left with far more anger than she ever imagined the man possessing.

What did she do wrong? How did she make him mad? Did he think she could have led the mugger back to the warehouse, exposing his secret? Even hurt and slower than normal, Kitten was careful. But he might think someone could find him. That might be why he was so angry.

Her face throbbed and her body ached. It was getting harder to keep her left eye open. She hadn't felt this way in a while. She hadn't been this hurt for quite some time. Not since…

She should leave. If he came back and still felt angry, that would be bad. She didn't want to be hurt worse today. Anger almost always led to pain for her. Otto never hurt her before; he never even touched her directly, letting the metal arms get the closest to her. But she'd never seen him that furious before. He was like Old Myrtle; he _never_ seemed to get upset. But today he was and experience told her that someone always got hurt when people got angry. It would be safer to vanish. She could find somewhere else to hide. That's why she left home for the dangerous of the street, escaping from people who would hurt her.

But even though she knew she should leave, she didn't _want_ to. She liked Otto and his metal arms. She felt safer here. There was food. There was shelter. There were soft clothes and a backpack. There were calm voices, friendly words, gentle clicking, and other pleasant sounds. Kitten even had a name now. This was a good place. She didn't want to leave everything.

Her aching body eventually made the decision for her. She didn't feel like trying to scour the city to find somewhere else to stay. She'd already tried one foolish and painful risk that day. She might as well take another. Maybe Otto would be less angry when he got back. Maybe it wouldn't be too bad.

She hadn't put Old Myrtle's jacket back on yet. She knew the effort would hurt, so she just left it draped in her arms. Even with her decision to stay, Kitten didn't know what to do with herself. Should she stay standing? Should she sit down? Or could she go curl up in her blanket nest and sleep until he got back? Would one of them make Otto less upset when he got back? Was there a better choice? How long would he be gone? She just didn't know.

Her thoughts were abruptly disrupted as she heard the rhythmic thumping above her. Kitten looked up to see Otto climbing back through the skylight. In his hand was a small plastic bag and Mo held a larger bag of some type. Moving with the grace and ease of a spider crawling across a web, the metal arms lowered him towards the concrete floor. Kitten felt herself relax slightly as she took in his expression and body language. His anger was no longer there, boiling beneath the surface.

"I should have picked some of this up earlier," Otto said quietly before grabbing one of the drying towels from the line. "Kitten, please come over here and we'll see what we can do about this."

Uncertain what he had in mind and yet relatively positive he didn't intend violence after all, she obeyed. He directed her towards the folding chair as the metal arms set to work on the larger bag that she could now identify as being filled with ice. From the smaller bag in his hand, Otto began to pull out a small tube, a plastic bottle that rattled when he moved it, and a small box with a picture on it that finally let her identify what was going on.

"Antibiotic ointment to prevent infections, ibuprofen for pain and fever, and bandages," he said, identifying each object as he set them on their makeshift table. "Should have put together a first aid kit a while back, but it didn't seem important at the time. You know what they say about hindsight." She honestly didn't, but she was willing to let him keep talking now that most of his anger seemed to be but a memory. "I picked up a couple other basics, but this should handle what we need right now."

Otto pulled his sturdier chair around so that there would be no barrier between them, their table sitting beside them. He then sat down as he handed the towel off to Flo. Kitten watched him as closely as she could managed with one eye swelling shut.

"I know you're nervous about this sort of thing, but I hope you can trust me by now, Kitten," he said gently, slowly picking up the tube of ointment and pulling out one of the tan bandages from the box. "I'm not going to hurt you. I promise. I just want to help. Can you let me do that?"

She didn't like the idea of people getting too close. It always hurt. The mugger certainly demonstrated what happened when people got a hold of her. Keeping out of arm's range was safer. It made it easier to escape.

But this was Otto. He was different. Even when he was mad, he didn't hurt her. And the metal arms could often reach her and nothing bad ever happened. She didn't stay as far away from him as she did everyone else.

She trusted Otto.

Before she could change her mind, Kitten nodded and reached out her arm. He moved slowly and carefully, obviously trying not to startle or scare her. Otto focused on the biggest and deepest scrapes, placing ointment and a bandage on each spot gently enough that they barely stung. Kitten gradually began to relax as nothing bad happened and even rolled up part of her jeans so that he could handle some of the injuries on her legs.

Finally, he screwed the cap back on the tube of ointment and said, "That should take care of the worst of it. As for the bruises, I think the ibuprofen would be best. You'll need half the adult dosage, but it should help with the pain." Mo abruptly appeared beside her with a cup of water she hadn't noticed him fetching and Otto handed her a small pill from the bottle. "Swallow that with the water."

Kitten obediently followed his instructions. Harry, Larry, and Flo then handed over the towel from before. It now held a lot of ice wrapped inside the towel bundle they'd prepared.

"Put that against your eye, Kitten," he said. "It should help with the swelling and numb some of the pain." Standing up finally, he added, "Try to get some rest while we figure out something for dinner. It is past time we get you some food."

Even though her face still ached, she did her best to give a smile of thanks before taking his advice in regards to the ice. It took a moment, but the coldness did feel nice on her swelling eye. This wasn't so bad now. Perhaps later she could see if any of the cookies she collected were salvageable.

**Notes for the Chapter:**

> Remember, turning over a new leaf isn't easy or without temptations to go back to your old self. Especially when you have voices in your head advocating violence and can start affecting your thoughts. And Kitten is a little unfamiliar with the idea of someone getting angry on her behalf.


	10. Formula

"Daniel, I knew you wouldn't let me down," said Roderick, staring at the vivid green liquid with a predatory grin. "You know better than to fail, after all."

Nodding nervously, he said, "I did what you wanted. It isn't perfectly safe or reliable, but this is the best I can do. It _should_ work. It has a better chance of working correctly than the original. I've done what you've asked and I want nothing more to do with this."

Roderick actually chuckled lightly at his twin's words. Poor Daniel actually thought he could say "no" and hide in his little lab. He thought Roderick would ignore a valuable resource. The spineless man would never escape. Daniel didn't have the nerve to even try.

All that talk about the meek inheriting the Earth was just garbage to make cowards feel better. Only the strongest, smartest, most ruthless, and the most deserving could get what they desire. And Roderick Kingsley certainly qualified as the greatest of them all.

"I hope you don't think you can squirm out of this, Daniel. We're just getting started. First, you're going to administer the formula and make sure it works correctly. You don't want to hurt your brother, right? And once we finish with my upgrade, we'll need to talk about which of your various lab assistants were involved in any process of developing this. I have the names of those who helped with other parts connected to my new project, but I don't want to miss anyone who knows too much. And I'm sure you'll have no trouble taking my place at a few board meetings again. I need you to cover for me while I handle a few more important matters and I don't want my absence noticed. And we both know you'll do it. You always do what I want."

Daniel cringed and fidgeted nervously, trying to hide from his brother's gaze. But Roderick could see the instant his twin's willpower crumbled. Daniel's shoulders slumped and his eyes closed. He knew when he was beat.

"I guess it would be best to administer the serum in a safe and controlled environment," said Daniel, accepting the vial of liquid back.

* * *

Harry briefly wondered if he should have done this in a safe and controlled environment like a lab filled with scientists rather than in the study of his home all alone.

Planning to inject himself with an experimental formula was already pretty stupid. Doing it at home when even Bernard was gone for the evening was even worse. Harry was quite aware of that fact. He knew he shouldn't tempt fate by making the entire procedure more dangerous.

But Harry also knew that if he didn't do it now, he'd probably never work up the determination to try again. He'd already debated with himself and procrastinated for weeks about taking the step forward. The equipment he'd been working on was ready. Or at least the protective outfit, pieces of his various pumpkin-shaped arsenal, and the hover board were ready enough to actually use. His prep work was done. He couldn't put it off any longer. So he was using Dr. Morbius's adjusted formula that night and Harry couldn't let anything change his mind.

Harry stared at the yellow-green liquid, already waiting for him in a syringe and ready to be used. Amazing what potential a tiny amount of experimental formula could possess. It could transform his entire life, one way or another. All he needed to do was take a chance.

He'd read the original reports on the Human-Enhancer Formula. He'd read Dr. Morbius's notes on what changes to the serum he'd made. And he read what little information was available on the Super Soldier Serum that all of this was originally based upon. Other than wondering what in the world "Vita-Rays" were supposed to be and whether it could have prevented his father's insanity, there wasn't much more he could really understand or learn about the possible effects and risks. Well, it was all he could understand or learn without being a lot better at science. The chemical formulas might as well be a different language, though he was certain Peter would have known what they meant.

Perhaps he should call Peter. He'd understand the science. And if something went wrong, Spider-man could be on hand to stop him. If Harry went crazy like his father, no on else would be able to stop a new Green Goblin. The idea held merit.

But even as he considered the idea, Harry rejected it. Peter would try to talk him out of it. He wouldn't understand why Harry needed to redeem at least part of his father's legacy. It was his responsibility.

He dragged a hand through his hair tiredly. He needed a drink. As soon as the thought occurred, Harry rejected it. He dealt with a lot of his recent problems by drinking and it rarely did him any good. It didn't actually help. And he didn't want to look back later and blame the decision on being drunk. He wanted to make the choice with a clear head.

As the fire crackled, Harry settled himself down on the couch. There were plenty of bad memories now connected to the piece of furniture, but it would be best place to lie down. Harry suspected the transformation would be rough and the sofa was the most comfortable spot in the room. He also refused to do take the substance in any other room. This place was just as much a part of his father's legacy that he was trying to redeem as the costume. All Harry could hope was that Bernard didn't arrive in the morning to find his dead body in the same place his father's was discovered.

Making sure there wasn't an air bubble in the syringe since it would be dumb to die from _that_ , Harry aimed for a vein and tried not to feel like a drug addict. With a tiny prick of pain on the inside of his elbow and unable to turn back, he pushed down the plunger.

The yellow-green liquid burned as it flowed into him. Harry hissed in pain, pulling the needle from his arm and tossing it aside. He knew the process for Morbius's version would be different, so he didn't know what to expect next as the burning spread along his arm. So far, it wasn't too bad. The burning of the liquid in his veins stung, but he could easily endure it.

Rubbing his arm in response to the discomfort, Harry almost didn't notice the fact his mouth felt dry and his head began pounding. But when his heart started racing and he found himself gasping for breath, he knew it was really starting to kick in. Within a few seconds, it felt like his heart was trying to beat through his chest. The burning intensified and spread through his body like liquid fire.

Then he lost all control. Harry's head jerked back and his back arched, his muscles straining painfully. Fear and disorientation gripped his mind as his body spasmed and jolted wildly. Pain flashed through him, white hot.

He could feel himself losing consciousness, burning and aching pain and uncooperative body pushing him to the limits of what he could stand. Harry's vision when white and he thought he heard laughter. But before he could be certain of it, Harry slipped under.

* * *

Curt looked over his notes one last time, using his incomplete biology and chemistry knowledge to search for possible mistakes. This wasn't a project for a physicist, but he could certainly manage it with some work. He felt determined to succeed and thus he would find a way.

So now that he was certain that what he'd designed should theoretically work, Curt moved onto the next step in developing a solution to his problem. Small scale experimentation with animal test subjects. Providing the healing and regenerative capabilities of a lizard to a mammalian species would need to be attempted with smaller and simpler animals first before he moved on to his intended purposes.

The maimed mice prepared for the experiment, each one missing a limb, would probably earn scorn from animal lovers. But there was no other way to test his formula. And if it worked, the little white lab mice would soon have their missing legs back.

He quickly setup his workstation, lining up his prepared syringes with the initial formula he'd devised, and turning on the video camera. Then he reached into the first carefully-labeled container, trying to catch the first rodent. Even with three legs, the mouse made it very difficult. It scrambled and climbed around Curt's questing fingers. Eventually he got lucky and closed his hand on the mouse.

"Subject 1," Curt said, his experiment being recorded for accuracy and for posterity. "A _mus musculus_ , BALB/Lac strain. Female. Missing her left forelimb." Quickly weighing the rodent, he added, "Body weight is 20 grams. I shall be injecting subcutaneously ½ ml of Regeneration Formula Variation A."

Holding the mouse still while injecting a translucent pink liquid into it with only one hand took a large amount of focus and coordination from him to manage. But Curt set everything up previously to make it easier. He eventually managed it and hurriedly slipped the rodent back into the labeled cage. Once the little mouse was secure, he worked on measuring out the dosage for the next subject.

He needed to finish as much as possible that evening. The next day, he needed to make preparations for the classes in the fall semester. And Billy's birthday was that Saturday. Curt already promised not to work during the weekend. Family came first, even when his work could turn him back into the man he was before the accident that took his arm.

* * *

Harry found himself standing on a bridge and he had absolutely no idea how that happened. He wasn't even on the main part of the bridge. He was up on the tower parts where the suspension cables attached, leaving Harry high above everyone that might also be around. But he honestly couldn't see or hear anyone else. No talking, no traffic, and no sounds beyond the wind. He seemed to be alone. But beyond his confusion over how he ended up there, Harry mostly felt mildly calm as he stared at the star-filled sky above.

"Enjoying the view?"

A shiver ran up his spine as he recognized the voice, but he didn't experience the usual fear and despair. He couldn't help turning around. Behind Harry, dressed in the ominous green armor and mask, stood the Green Goblin. Part of him wanted to flinch at the sight. But he didn't. Harry met the yellow eyes firmly.

"It's nice. The company leaves much to be desired, though," Harry said. "The fact you're here means I'm dreaming."

"Or you've gone mad," another voice said from directly behind him.

Harry turned again, spotting Norman Osborn dressed in a business suit and standing directly where he'd been looking previously. For someone long dead, he looked pretty good. His eyes had changed. The anger and insanity were intense and inescapable. Or maybe Harry could only now see what was already there.

"Harry, you've taken the first steps towards your destiny," Norman continued. "Embrace it. Embrace _us_."

"No," said the young man, not hesitating for even a moment. "I told you before. I am not you and I'll never be you."

"Don't fight the inevitable," said the Green Goblin. "You have no choice. You're becoming me as we speak."

Keeping an eye on both of them at the same time was tricky. They'd positioned themselves on opposite sides, placing Harry in the middle. But he did his best. He didn't trust either of them. Regardless of appearances, they were the same man. He needed to be cautious.

Cautious, but not afraid. Harry was almost surprised to realize he wasn't scared. Not of the Green Goblin. Not of his father and his disappointment. And not of becoming a crazed murderous monster. For some reason, all those previous fears, doubts, and concerns didn't seem to be hitting him this time.

"Time to be a man and make a choice, Harry," said Norman. "Choose which of us you want to become. Will you have me, whispering in your ears and urging you to greatness? To become someone worthy of being my son? Using and leaving people who don't deserve your presence?"

"Or me?" continued the Green Goblin. "Will you have me cackling in the back of your mind, eroding away any pesky hesitations? Coaxing you to use your power for your own benefit? Encouraging you to take what should be yours, claiming vengeance on those who stand against you, and not letting anyone push you around again?"

"Make your choice quickly or _we'll_ decide for you," said Norman. "You have to decide, Harry. One or the other. You can't escape your fate. You're going to become us someday."

Unlike when he'd faced the hallucinations in the past, Harry laughed. He couldn't help it. He'd lost all respect and fear of these figments of his mind. Not only were they fake, but they were uncreative when it came to dragging up his doubts and concerns. He was beginning to realize now that he'd moved beyond these worries and fears about history repeating.

He honestly wasn't afraid of them anymore. And he couldn't even pretend to fear the two figures. Especially when the dream itself was giving him the answer.

"Are you serious? Please tell me this is a joke," Harry said. "I know where we are. Mary Jane told me what happened that night on this bridge. You offered Peter a choice too. Save her or a lot of innocent people. You sent both plunging off. But this time, you're not even giving me a real choice. Norman Osborn? Green Goblin? You're the same person. You're both my father."

Both figures nodded, their postures mirroring each other. They stood confident and smug. Even when Harry realized their trick, the two thought he didn't have any other choice. They thought he was trapped playing their game. After all, that's what he always did in the past.

But not this time. Harry planned to overturn the board.

"Do you remember what Spider-man did when you forced him into a sadistic choice? Mary Jane told me exactly what happened," Harry said, walking casually across the metal structure. He ignored the wind and the pair of figures equally. "He didn't listen to you. He took a third option and saved everyone."

"You're not Spider-man," mocked the Green Goblin.

Smiling as he closed his eyes, Harry said, "And I'm not you. I'm Harry Osborn. I'm my own man. This is my life. And you're _nothing_."

And with that parting statement, Harry stepped off the edge. Harry felt the sensation of falling, even with the knowledge it was fake. He left behind the hallucinations of Norman and the Green Goblin. He simply fell.

Impact startled Harry into opening his eyes, revealing he'd fallen off the couch while he slept. Memories of the night before began to return to him. His muscles ached and his head pounded. But he was awake, alive, and he didn't feel insane. That was probably better than what he could have hoped for when it came to injecting experimental formula into his veins.

"Sir?" called Bernard from somewhere in the household.

"I'm all right," he answered, his throat feeling scratchy and dry. "Give me a moment."

Pushing himself to his feet, Harry tried to shake off the remaining sleepiness. Other than an ache throughout his body and slight issues with coordination, he felt relatively normal. He would need to experiment and practice later to find out if the formula worked. Hopefully any effects, good or bad, would be easy to handle.

* * *

While he tried to keep an eye on the entire city, there were limits to what he could do. There were only so many hours in the day. He needed to divide his time between the patrols for criminals and people in need of help, classes, work, spending time with his girlfriend (the fact he was dating MJ still surprised him occasionally), checking on Aunt May, eating, and sometimes sleeping.

And there were certain parts of the city that were easier for web-slinging. The tallest buildings worked best while the shorter ones prevented much mobility. Add in the fact that even moving high above the streets didn't completely eliminate travel time and he ended up with several general patrol routes he regularly used.

There was a formula to it, covering the most amount of ground within the time he had and with the easiest to travel sections of the city. And there were some areas in New York that he rarely reached since they fell outside the most convenient routes.

But there were no classes at the moment, Mary Jane had rehearsals, his current minimum wage job wasn't open on Saturdays, and Aunt May was visiting a friend. It provided the perfect opportunity for Spider-man to make an appearance in some other parts of the city that he rarely managed to visit.

One of the best parts of being Spider-man, one of the things that just felt fun and relaxing, was web-swinging. Soaring above the city, allowing himself to fall for a while before firing a web and slinging himself up once again. There was a rhythm to it, letting himself react on impulse and Spider Sense without having to think. There was a freedom to it. Some people went jogging. He went swinging through the air like a circus trapeze artist.

He'd also learned during his time as Spider-man that most people didn't look up. Tourists impressed by the tall buildings during their first visit to the famous city and a few curious inhabitants who'd figured out his more regular routes might catch glimpses of him traveling overhead. But the majority of New Yorkers and humans in general didn't regularly look up unless he drew attention to himself.

That was actually a handy fact because it meant a lot of petty crooks ended up experiencing a shocking surprise, especially when he went through areas away from his more usual routes. They never saw him coming before they ended up cocooned in webs and let strung up for the police to find.

Traveling high above the city provided an effective way to avoid attention. So he really shouldn't be surprised when someone else used the rooftops to move unseen. And yet when he caught a glimpse of another figure climbing distant walls, Spider-man almost fell in mid-swing from surprise.

He landed on the side of a brick building, shaking his head to clear it. He must be wrong. It had to be a mistake. The light of the afternoon sun reflecting off a window or a building must have tricked him. There had to be another explanation for what he thought he saw. But just in case, Spider-man twisted around and took off in a different direction than before.

He couldn't risk getting too close and attracting attention. Especially if what he thought he saw was real. Instead, he moved quietly and carefully as he could, trying to keep out of sight while getting a better view at the same time. It didn't take him long to realize he wasn't the best at spying and sneaking around, especially if his target could climb too. He just didn't have the practice. The red and blue costume probably didn't help either.

Spider-man eventually caught sight of the figure again and reluctantly admitted he was right the first time. Climbing up the side of an apartment building was a man in a trench coat. And more importantly, there were four metal tentacle-shaped limbs pulling the man up the wall. That proved to Spider-man he was following a supposedly dead man.

Two very different thoughts went through his mind when he recognized the man. The first thought was relief at his survival. He no longer needed to carry the guilt about not saving the scientist. He'd respected Dr. Octavius and regretted everything that happened to him. The other thought, far more intense, was that he needed to follow the man. Last time they spoke, Dr. Octavius managed to shake off some of his insanity. But that was months ago and there was no guessing what happened to his mental state since.

Dr. Octavius or Dr. Octopus? The scientist or the A.I.-induced villain? Who crawled out of the water that night?

When Dr. Octavius vanished over the roof, Spider-man realized he was too far away and could easily lose him. Biting back the urge to use language that Aunt May would literally wash his mouth out with soap if she ever heard it, Spider-man flung himself forward. He needed to catch up before the man disappeared complete.

He landed easily on the roof, balancing on the very edge of the building. And as soon as he landed, his Spider Sense weakly warned him to be cautious and he discovered that he wasn't quite as stealthy as he'd hoped.

Dr. Octavius stood there, waiting for him. The man was staring at the hero through a pair of darkened goggles. The four actuators coiled around him, watching Spider-man and clicking ominously. But none of them were attacking so far. It left him nervous, but hopeful.

"Uh… Hi," greeted Spider-man uneasily. "What's up, Doc?"

"Hello, Spider-man," he said in an even tone. "It has been some time."

Nodding slightly while still keeping on guard, he said, "Not since that night. And I'm sorry. I though you drowned, Doc. I would have tried to help you if I'd known."

"I know you would have," he said quietly, both sad and regretful as he smiled weakly at the younger man. "I didn't want to be saved. But they," he turned his head briefly towards the actuators as he spoke, "wouldn't let me die. So I have been trying to make the best of things since then."

He certainly sounded calmer and more in control than before. This wasn't the man who threatened to strip the flesh from someone's bones. This was the man who chatted casually around the dinner table and suggested poetry for a student who needed advice on love. This was someone rational and not someone violent. This was Dr. Otto Octavius, without a doubt.

Shifting a bag slowly out from under his trench coat, he continued, "Regarding your question about what I am doing, I'm returning from grocery shopping."

"Grocery shopping," said Spider-man in a dull tone. "Really?"

Smiling wryly, he said, "Surprisingly, even the ruthless Doc Ock needs to eat sometimes."

He really didn't know how to respond to that. Perched on a rooftop, talking to a supposedly dead guy about something as mundane as grocery shopping… There was something surreal about the entire situation. The afternoon definitely wasn't normal or formulaic, even by Spider-man standards.

"I know you're worried I could still be dangerous," said Dr. Octavius hesitantly. "We're trying not to cause harm, but I know better than to believe there's no longer any possible threat. I just try my best not to become who we were a few months ago."

The constant shifting between singular and plural pronouns was a little concerning. It seemed like the line between the man and the actuators was still a little blurred. But he still sounded relatively stable and not dangerous. His Spider Sense was active, but faint. It was just enough to keep him on guard, but not enough to make him worry.

Well, at least the man wasn't speaking in third person. That was always a bad sign.

Dr. Octavius briefly glanced towards the coiled actuators, his expression difficult to recognize. The metal limbs were mostly still hissing and watching the costumed hero carefully, but they did glance towards the scientist with a series of curious clicks. Then Dr. Octavius turned back towards Spider-man.

"Perhaps you would feel better if you had a chance to see what we've been doing since you last saw me. Would you care to join us for dinner, Peter?"

That last sentence caused so many reactions. The actuators hissed and clicked angrily, making it very easy to imagine the four metal limbs asking "Are you crazy?" They definitely didn't approve of the idea. More important was the thoughts that raced through Spider-man's head at the words. It reminded him that Dr. Octavius was one of the people who knew his identity under the mask. The offer left him confused, nervous, and uncertain. How often did he get invited to eat with a guy who tried to kill him before? It just didn't happen regularly in his line of work. Would it cause more trouble to accept the offer or rejecting it? Would one of the choices spark a bad reaction from the man? But even with his reservations about the idea, Peter didn't make enough money to casually reject the offer of a free meal.

What exactly was he supposed to do about this?

"While the dinner proposal is tempting, I _do_ have a girlfriend," said Spider-man, trying to make a joke out of the situation while he mentally debated the issue.

"So you finally told her how you felt?" Dr. Octavius said with a small smile of approval. But there was also something wistful in his expression. "I told you not to bury those feelings and it obviously worked out for you. It is nice that my advice could help you. Don't let her go."

He remembered what happened to Mrs. Octavius. He remembered the beautiful woman he met that evening, discussing his plans for the fusion-based energy reactor all afternoon until she made a similar offer to an enthusiastic Peter Parker to join them for dinner. He remembered how the older man clearly adored and respected her, even when one knew very little about nuclear physics and the other still didn't understand English Literature. He remembered that she stood by him, assisting him in his experiment because she believed in him and trusted her husband's calculations.

He remembered the experiment going wrong. He remembered that he couldn't shut it down fast enough, Dr. Octavius certain that he could fix it. He remembered that while Dr. Octavius was carried out of there on a stretcher, Mrs. Octavius was under a sheet. Spider-man remembered what the man lost.

It didn't take much imagination to guess how Dr. Octavius felt when he realized his actions took away the woman he loved. That was almost what happened to Peter when Mary Jane was thrown off the bridge by the Green Goblin. It was almost what happened when Doc Ock's kidnapping and second experiment could have killed her. It was what he feared happening someday in the future and what he would fight to prevent, even if it took his final breath.

"I don't plan to let her go unless she chooses to leave me," he said firmly. "And I won't let anyone or anything take her away."

"Good. Never lose track of your priorities," said Dr. Octavius with a short nod. "People you care about are impossible to replace." Then he managed to either shake off some of the melancholy or at least push it back a little, turning slightly towards the direction he'd been traveling before. "So will you join us for dinner, Spider-man? I'm afraid it won't be anything fancy, but I believe I can manage some macaroni and cheese in a microwave."

Curiosity, a desire to give the man a chance, and hunger won out over caution. After all, web-swinging took a lot of calories. Spider-man gave a short nod and followed Dr. Octavius as he and his actuators resumed their journey across the rooftops of the city.


	11. Dinner

**Notes for the Chapter:**

> Well, "Captain America: Civil War" was an entertaining movie. And the new version of Spider-man definitely captured his comic book tendency to never stop talking while in a fight. So that was definitely fun. And I definitely liked Scott Lang's role in the confrontation. All in all, I think the film did a far better job of handling things than the comic book version of "Civil War." Neither side was completely wrong or right and everyone's actions made sense for them considering the circumstances.
> 
> But on with the story. When we last saw the characters, Peter and Otto were preparing for what is almost guaranteed to be the most awkward dinner ever. Let's watch and see how it turns out.

Otto moved across the rooftops without a word, carrying his burden of groceries while the brightly-dressed hero followed close behind. This could either be a wise choice or the dumbest decision of his entire life, excluding a certain experiment. Doubts started plaguing his mind the moment he considered inviting Spider-man back to the warehouse and only grew worse once he made the offer. Of course, not all the doubts were his own.

" _don't trust Spider-man, don't like Spider-man, shouldn't bring him back_ ," hissed Harry.

" _could tell police_ ," Mo clicked. " _could lock away, could trap forever_ "

Larry, the quietest actuator, chattered, " _could take us back to the hospital, doctors with saws_ "

" _what would happen to Kitten, must protect Father, must protect Kitten_ ," chirped Flo.

" _kill Spider-man, much safer_ ," hissed Harry.

" _no, Father likes Peter Parker, brilliant but lazy, can't kill, just escape_ ," Mo clicked. " _much better, less trouble_ "

" _less trouble still some trouble_ ," he hissed back.

"Too late to turn back now," muttered Otto under his breath as he stopped on a roof across the street from their destination.

Landing lightly next to the scientist, Spider-man asked, "Say something, Doc?"

He shook his head and said, "Nothing of importance. Give me a moment to make sure the coast is clear before we continue. Neither of us is particularly subtle."

"A guy in a red-and-blue suit and a man with four mechanical arms? Yeah, we might stand out in a crowd a little."

A smile tugged at Otto's face as he studied the street below. He'd done this plenty of times since he first took up residence in the warehouse. It would not do for him to become sloppy now. Only when he was satisfied that there would be no witness to this final leg of the journey did he step off the edge. Harry and Larry swiftly extended to their full lengths to support him, with Flo and Mo quickly joining in to move him forward. The actuators propelled him across the street, over the chain-link fence, and to the roof of the warehouse with only a few steps.

Spider-man waited until he stopped moving. Then the younger man leapt, anchored a web strand to warehouse, and yanked himself forward, never taking his eyes off the scientist at any point. He landed gracefully on the edge of the roof, showing far more coordination and finesse than Otto could ever hope to match.

"This already looks better than your last place," said Spider-man. "It isn't half-collapsed in the river this time."

Harry clicked sharply at the comment, but the other three actuators at least _tried_ to resist sharing their distrust and annoyance with Spider-man. But one of them always watched the younger man, waiting for either a sign of betrayal or weakness. Otto did his best to ignore the feelings coming over the connection and focus on his own emotions.

He also tried to convince himself that it was a good idea to bring Spider-man in contact with Kitten. He knew he needed to prove to the younger man that he and the actuators weren't purposefully trying to cause trouble anymore. He wanted Spider-man, _Peter_ , to know he truly regretted his action. He wanted Spider-man to see that Otto trusted him to an extent. He wanted him to realize he no longer wished to be a monster.

But he and the actuators were not the only ones who would be affected anymore. And getting Kitten involved somehow felt more dangerous. She didn't deserve to have her fragile life turned upside-down and that's exactly what would happen if Spider-man decided to take him into custody. Otto might deserve that fate, but not Kitten. Everything depended on how Spider-man chose to react.

Turning towards the masked figure, Otto said, "Just try to keep an open-mind while inside. And let me go first."

"Sure thing, Doc," he said quietly.

* * *

This was crazy. That idea started rattling around his head the moment he agreed. It was stupid and crazy to follow Doc Ock straight back to his lair, invited and expected by the man. That was how people get killed. That rich guy with the metal suit with the house on the west coast and the science expo that was attack a few months ago, Tony Stark, probably wouldn't do something this stupid. Peter knew this was a bad idea.

But this was also Dr. Octavius inviting him home for dinner. And he acted more like the sensible and even-tempered scientist. The man acted like someone who could be reasoned with, someone who deserved a chance. Peter wanted to give him a chance. There hadn't been any reports of him running amok or even being spotted since his near-demise. All the evidence suggested he was actually safe to be around. So Spider-man waited patiently as Dr. Octavius opened one of the skylights and climbed though.

Once he vanished inside the warehouse, Spider-man crept in afterwards. He climbed across the ceiling upside-down and watched carefully. The actuators moved the scientist through the rafters as if Dr. Octavius had always possessed extra limbs attached to his spine. While the man reached the concrete floor, Spider-man moved further along the ceiling and examined the warehouse.

Other than the far corner crowded with boxes, crates, wires, and junk, the space seemed rather neat and homey. He saw what was probably once an office and a door that might lead to a bathroom, but everything else was in the large open space. Scavenged chairs and a few small appliances made up what was meant to be the kitchen while the improvised table covered in cannibalized electronics must be his work station. Everything looked like it came from a dumpster or belonged to a broke college student.

Actually, Peter couldn't help thinking some of it would be helpful in his apartment.

"Kitten," called Dr. Octavius gently, "we have company. Don't worry, though. He won't hurt you."

The scientist managed to find himself a pet? Considering all the stray animals in the world, it probably wouldn't be too hard. Maybe that was what was keeping Dr. Octavius grounded. The responsibility of a pet helped some people deal with different things in their lives. It gave them a reason to get up in the morning and not make stupidly dangerous stunts like rob banks.

Maybe he should consider getting cats for all his future crazy villains.

"You don't need to be afraid of Spider-man on the ceiling," he continued. "He's someone you can trust. He's someone safe. So don't be afraid, Kitten. No one is going to hurt you."

So he had a _skittish_ cat. Spider-man didn't know if he was amused or reassured by the fact that Dr. Octavius felt the urge to state his trust in the hero to his pet. Things could certainly change over the course of a few months. This was miles better than having the man nearly crash trains.

Spider-man crept down the rafters and lowered himself with a strand of webbing. His Spider Sense wasn't any better or worse than when he first spotted Dr. Octavius, just buzzing lightly enough to keep him cautious without suggesting a real threat. He might even be able to relax a little for the upcoming dinner.

Transferring the bag of groceries from his arms to the actuators, Dr. Octavius said, "Kitten, you don't have to come out and join us. I won't make you do that. I just need to know if you want something to eat."

That statement led to a soft rattle from the messier corner of the warehouse. The scientist smiled slightly as Spider-man tried to spot the furry little creature. Then he glimpsed movement and his eyes widened beneath his mask.

A child, the age and the blonde hair at a messy length that made it difficult to judge gender, crept uneasily around the broken crates. Wearing an oversized grey jacket, a pair of shorts, and a red shirt, the child couldn't have been older than six or seven. They stared at Spider-man anxiously, watching him like they expected an attack at any moment. They moved cautiously around the perimeter of the room, never turning their back on Spider-man while moving slowly towards Dr. Octavius. He also noticed some green and yellow marks on the child's face, bruises in the process of healing.

After staring in shock for a moment, Spider-man finally said, "That's not a cat."

"Surprisingly, I figured out the same thing about the little stray," said Dr. Octavius wryly. "Kitten found me and this place a few months ago. She decided to stay around and she makes pretty good company. She's a little quiet, but we get along."

"Doc, you can't just keep a kid," he said, trying to wrap his head around the idea.

This was crazy. This was crazy in a different way than before. How in the world did he end up in a situation where Doc Ock was casually keeping a child around the warehouse? Did he kidnap her? It didn't seem like his style, before or after he became a criminal. What about the healing bruises on her face? How did those happen? She didn't seem scared of Dr. Octavius even as the metal actuators coiled towards her. If he caused the injuries, wouldn't she be more timid of the man?

"Kitten can come and go whenever she chooses," said Dr. Octavius. "And when she's here, that means she has shelter and food. That's more of a guarantee than she had when she was staying out on the streets." As the actuators handed over the bag of groceries, he said, "Kitten, would you put these away?"

With some slight hesitation as she glanced between Spider-man and Dr. Octavius, the child nodded and accepted the bag. Peter saw what he was doing. It was rather nicely done. The task would make her head towards the kitchen area of the warehouse and away from Spider-man. And with the way the metal limbs moved to follow her, she kept a barrier between her and Spider-man at all times. That seemed to comfort her some, which is what he suspected was Dr Octavius's intent.

"As I said before, we can't offer anything fancy, but you're welcome to some of the macaroni and cheese for dinner," said Dr. Octavius as one of the actuators that wasn't guarding the girl pulled out a trio of plastic bowls from where they were stored. "It isn't quite as good when made in a microwave as it on a stove, but it's edible."

Smiling beneath his mask and putting aside his questions about the girl's presence for the moment, Spider-man said, "That sounds fine, Doc. When you burn as many calories as I do web-swinging, you don't complain about free food. And I've enjoyed macaroni and cheese since I was at least a little kid about her age."

He glanced towards the girl who was still putting food in boxes and the mini-fridge. She watched him nervously as she worked, looking towards the actuators every few moments to ensure that at least one remained close at all times. The girl, Kitten, was definitely a timid thing. But she wasn't afraid of the formerly crazed criminal scientist. And she wasn't afraid of the metal limbs. Whatever or whoever caused her fading bruises, Spider-man felt confident that Dr. Octavius wasn't responsible.

"So, anything I can do to help, Doc?"

"You could find a solid crate to sit on," he suggested as a couple of the actuators went through the domestic task of dinner preparation. "We don't have many seating options unfortunately. We haven't had many guests. The stool is mine and the folding chair is for Kitten, so we'll have to improvise for you."

Tilting his head briefly, Spider-man said thoughtfully, "I might have an idea or two."

* * *

Kitten stared at the figure in red and blue as Otto pulled the third bowl of macaroni and cheese from the microwave. She wasn't really sure what to make of the stranger so far. She didn't trust strangers. They were dangerous. But Otto said she could trust this stranger and she knew that Otto would keep her safe. And she'd heard of Spider-man before, his picture always on the front of newspapers. She'd heard enough to know he was supposed to be a hero. And heroes weren't supposed to be dangerous. Kitten watched anyway while staying close to the metal arms.

Spider-man turned out to be interesting to watch. When confronted with the lack of chair, he fired some type of white rope-like material from his wrists. Webs? He _was_ called Spider-man, so that would make sense. Regardless of what it was made of, he wove it into a swing that dangled from the rafters. Even Otto looked mildly surprised, smiling slightly as he nodded in approval.

"How long will that last?" he asked, gesturing towards the improvised seat.

"A few hours, depending on how much strain you put on it," said Spider-man with a shrug. "It dissolves and breaks down over time."

Setting bowls around the table with Flo and Mo's help, Otto asked, "Is the material a chemical formula you managed to invent? And what about the delivery system? Did you design it?"

"No," Spider-man said, ducking his head briefly. "It's all organic. It comes from me."

As Kitten claimed a seat on the far side of the table, Larry curled around her shoulders. She'd noticed that one of the metal arms always stared at Spider-man. They traded off, but one always stayed in his direction. They watched him just as carefully as she did. They were equally uncomfortable with strangers. They would help make sure nothing bad would happen.

"Should I ask how that's possible?" said Otto as he picked up a fork.

"You've seen me stop a speeding train without snapping in half. I think it is safe to say there were some changes to my biology beyond what is normal for humans," he said, rolling his mask up just enough to uncover his mouth and started eating.

Kitten noticed a slight flinch from Otto at the mention of a train, but he didn't let it distract him for long. He nodded thoughtfully at Spider-man's words. He looked rather interested in the topic. Or maybe he just liked having someone to talk to who talked back.

"And how did those changes occur in the first place?"

Spider-man took another bite of food and said, "I'm not really sure I should talk about it."

"Who am I going to tell?" asked Otto, gesturing to his surroundings. "It's just me, Kitten, and the actuators. We're not the most social group."

Chuckling in agreement, Spider-man said, "You wouldn't believe me even if I told you, Doc."

"I have four temperamental A.I. systems connected to my nervous system," he said dryly. The next part had a slight hesitation, but he continued, "That means I can hear them in my head. I can actually _hear_ them. All the time. They have their own personalities now. So whatever you have to say, I'll keep an open mind about it."

The two men stared at each other briefly in silence, leaving Kitten to glance between the two. She knew they must have known each other before and they weren't saying everything. It would have been nice to know about their history. Finally, Spider-man gave a short nod.

"A genetically-engineered spider bit me during a school field trip and I ended up climbing the walls of a building the next day. And freaking out a guy at school who tried to punch me," said Spider-man in a flat tone.

The silence returned for a moment before Otto started to chuckle. Spider-man ducked his head and even Kitten smiled a little as she continued to eat. She wasn't sure of everything they were talking about when they used longer words, but it sounded like Spider-man got his powers from a very special spider. And that was kind of funny, as was Spider-man's tone of voice and Otto's laughter. Kitten couldn't help being amused.

"I'm a nuclear physicist and an atomic research consultant. Well, I _was_. But even if I was a biologist, I still doubt I'd be able to figure out how that could happen," Otto said finally, still chuckling a little. "You would probably make a group of scientists very excited if you volunteered to be studied."

"Yeah, I think I'll pass on the whole experimentation and dissection thing," said Spider-man.

From the way Otto nodded knowingly, he understood and agreed with Spider-man's concerns. Kitten didn't understand yet another long and complicated word meant, but "dissection" didn't sound very nice. But more important was the mood in the room. There had seemed to be some tension between the two that they'd tried to hide, especially when they first arrived, but Kitten could see them growing more comfortable with each other over time. They weren't complete friends, but they were friendly.

As Otto rubbed the bridge of his nose tiredly, Spider-man asked, "What's with the goggles, Doc? It isn't that bright in here."

"For my eyes, it is," he said. "Staring at a sun, even a miniature one, isn't healthy for anyone. Of course, neither is being electrocuted. Twice."

Cringing slightly, Spider-man said, "I'm really sorry about that."

"I don't blame you for that. It wasn't your fault. My experiment cause it."

The general mood in the room darkened and the men focused on the food for a few moments in silence. Kitten observed Otto's expression, both of their body languages, and the clicks of metal snake-arms. There was plenty of guilt and regret for something. And while the metal limbs still seemed uncomfortable and agitated with Spider-man's presence to a degree, there was no anger. No one was angry. Kitten kept her eye on them as she ate her macaroni and cheese.

Searching for a new topic, Spider-man turned towards the girl and said, "You're a shy kid, aren't you? It's nice to meet a friend of Dr. Octavius. He said your name is Kitten?"

She nodded slightly, surprised at being addressed by the stranger. She figured he would focus only on Otto. Kitten tilted her head curiously. She couldn't guess what else he would sak. She could barely figure out Otto some days.

"That's a very unique name," he continued.

"In comparison to Spider-man and Dr. Octopus?" said Otto.

"Blame Jameson for the second one. He wanted something that sold newspapers and it worked with your actual name."

Kitten didn't know who or what a Dr. Octopus might be. Did it have something to do with Otto? The way Spider-man talked, it sounded like it might. But she wasn't sure. For now, she put it in the back of her mind. She could think about it more later.

"Well, the first time she snuck in here, I thought she was a stray cat. She's been Kitten ever since. And as long as she likes the name and wants it, that's her name," said Otto.

Nodding briefly, Spider-man said, "Sure. That works." Looking back towards Kitten, he said, "And you seem pretty comfortable with the actuators. Most people would be nervous about them."

Kitten smiled. She could understand some people being scared of the metal limbs, but not her. She figured out quickly that they weren't going to hurt her. They didn't scream or hit. They weren't human and dangerous.

Larry clicked softly in her ear. Kitten reached up and patted the metal arm, silently reassuring them that she wasn't nervous about the snake-arms at all. The other three metal limbs chattered quietly, sounding almost jealous of the attention Larry received. Their reactions just made her smile more.

"As you can see, she and the actuators get along surprisingly well," said Otto, trying to hide a smile that confirmed her idea that they were a little jealous. "She actually warmed up to them more quickly than she did me."

With some slight hesitation, Spider-man said, "They do look less scary than last time."

Harry snapped in his direction, but Kitten suspected he just wanted to intimidate Spider-man. She always thought that Harry was the grumpiest of the snake-arms. She figured he wanted to prove to Spider-man he was still scary. After all, no one bothered scary people. But it still wasn't nice.

Trying her best to mimic the hiss-click-click of Flo's scolding, Kitten's attempted noise managed to make Harry turn towards her instead. The other three produced chirps she'd figured out meant amusement and curiosity. Their reactions to Kitten's hiss-click-click made Otto smile and Spider-man chuckle.

"I guess we know who the boss around here is," said Spider-man. Taking a final bite from his bowl before pulling his mask the rest of the way down, he said, "Thank you for dinner. I really appreciate it. I know you were planning to show me what you've been working on, but it's getting late and it takes time to travel."

"I'll walk you out," Otto said, stepping away from the table.

As Spider-man stood up, he apparently noticed Kitten's remaining interest in his improvised seat. She couldn't see him mouth anymore, but she suspected he smiled at her.

"Yes, you can try out the web swing. It should last a couple hours."

Kitten gave a short nod with a small smile. She was certainly curious about it. Did it feel sticky? How strong was it? She wanted to get a closer look. But she would wait until Spider-man left. He seemed nice, but it would be safer to wait until he was gone. She knew better than to take her eyes off a stranger.

* * *

He watched through the skylight a moment, seeing the girl poking cautiously at the web swing. She was certainly a timid and nervous child, but she seemed curious and relatively happy. She feared him as a stranger in what clearly served as her home, but she wasn't afraid of Dr. Octavius or the actuators. She would actually approach them. Kitten clearly liked the former criminal.

"She's a runaway," said Peter before his companion could speak. "She ran away from home and was living on the street, right?"

Standing a little further away on the roof, Dr. Octavius stared out at the cityscape. But Spider-man didn't delude himself into thinking the man wasn't paying attention. All four of the actuators stared at him, the red lights of their cameras glowing like creepy eyes in the falling darkness.

"I can't get the full story since she can't or won't speak, but that's what I assume is the case. Whatever the exact details of her past, someone made her afraid of people. It took a while for her let me near her," Dr. Octavius said. "I know what it looks like when a child is afraid of adults they should be able to trust. Not all children come from loving homes, Peter."

It was interesting that Dr. Octavius only called him Peter when they were alone. He called him Spider-man in front of Kitten. The clear attempt to protect his identity felt a little reassuring. It was a small thing, but it showed he was trying to help the hero keep that secret. It showed that he wanted to do the right thing.

"Shouldn't we… do something for her?" he asked.

"I am. I'm making sure she has something to eat and that she has somewhere safe to sleep at night," said Dr. Octavius. "She has clean clothes to wear and a hot shower that I worked very hard to make operational. When she showed up battered and bruised, I bandaged and treated her injuries. I've done everything in my power to make sure she's take care of, Peter. What would you have me do?"

"I don't know. I know you can't just stroll into a police station without being arrested, but maybe you could have…"

"What? Sent her in with a note saying that she was living on the streets on her own?" Dr. Octavius shook his head regretfully and said, "The police officers would take her back to wherever she ran away from in the first place. Or, if they figured out it wasn't a safe environment for her or couldn't figure out her identity, they might put her into foster care. And since she is young, she might be adopted eventually. But the foster system is overcrowded already and her inability or refusal to speak would discourage many potential parents. They wouldn't want the challenges of handling a mute child who is scared of people. So she would be shuffled from foster family to foster family until she became a legal adult. Or more likely, until she ran away from home again. She would be right back where she started, living on the streets alone. And this time, it might be in a completely different city."

When he put it like that, Peter had to admit it didn't sound that promising. Once again, he felt immensely grateful that he had Aunt May and Uncle Ben growing up. He never had to worry about foster care or any of that. He always had family to take care of him, even after his parents died when he was so small.

"I've thought about it. Trust me, I know this isn't the ideal life for any child," Dr. Octavius continued. "But there are no good choices." Turning to face Spider-man, he said, "Of course, I don't suppose it matters if you've decided to turn me over to the authorities. If I'm arrested, the police will be the ones deciding where she ends up."

There it was. The question that had loomed over them all evening. Dr. Octavius was alive and well. He committed crimes before his supposed demise. He stole, caused property damage, endangered countless lives, kidnapped, and so on. He should be in jail.

But finding a prison that could contain the man and his four actuators would be difficult and trying to remove them from the scientist's spine proved deadly for everyone during the last attempt. Locking Dr. Octavius up would be a challenge, even if he chose to cooperate. And now he was responsible for the wellbeing of a child, who would be sent to a home she'd previously fled or the foster system.

Figuring out what the right thing to do shouldn't be this hard. Dr. Octavius should be punished for his crimes. But he wasn't in his right mind during those events and he did nearly sacrifice himself to repair some of the damage he did. Surely that must count for something? And the death of his wife clearly caused him more suffering than any man deserved. Add in the fact that he had not gone back to his previous criminal acts in the months since and he was even caring for a random girl who wandered into his life…

He wasn't a monster. Not anymore. And he was trying to redeem himself a little.

What would Aunt May say if she was faced with a dilemma like this?

What would Uncle Ben say?

"Doc," said Spider-man slowly, "I try to save everyone. I try to help everyone that I can. And I couldn't save you that night at the Hudson River. But maybe I can save you from spending a lifetime paying for the mistakes you made when you couldn't think straight. You've managed to avoid catching people's attention so far. As long as you don't cause trouble, you don't need to worry about Spider-man coming after you. Though I might swing by and visit sometime if I'm in the neighborhood. If that's all right with you."

He could see the tension felt out of the man's shoulders, relief clear on his face. Even the actuators looked a little less menacing. He gave a nod of thanks and Peter decided it was time for him to go.

As he neared the edge of the building, Spider-man heard his former foe make one last statement that really caught his attention.

"That night? You _did_ save me. You brought me back to myself and saved me from remaining a monster. And I'll always be grateful for that, Peter. Thank you."

**Notes for the Chapter:**

> I rather enjoyed how this chapter turned out. Not a lot of action, but it was nice playing around with these characters in a non-violent setting. So between Otto and Harry making peace with Peter, you would think that things would be smooth sailing for our hero. Of course, when are things ever that easy?


End file.
